International Biotechnology Trust plc
Annual Report and Financial Statements
for the year ended 31 August 2024
Investing in biotechnology
for a healthier future
International Biotechnology Trust plc
Some of the financial measures above are classified as Alternative Performance Measures (“APMs”), as defined by the European
Securities and Markets Authority and are indicated with an asterisk (*). Definitions of these performance measures, and other terms
used in this report, are given on page 93, together with supporting calculations where appropriate.
Performance Summary
NAV per share total
return*
15.9%
(31 August 2023: 2.7%)
Share price total
return*
10.3%
(31 August 2023: 3.0%)
Reference Index
15.3%
(31 August 2023: –1.4%)
Yield*
4.2%
(31 August 2023: 4.4%)
Investment objective
International Biotechnology Trust plc (the “Company”) has an investment objective to achieve long-term capital growth by investing in
biotechnology and other life sciences companies.
Investment policy
The Company will seek to achieve its objective by investing in a diversified portfolio of companies which may be quoted or unquoted and whose
shares are considered to have good growth prospects, with suitably experienced management and strong potential upside through the
development and/or commercialisation of a product, device or enabling technology. Investments may also be made in related sectors such as
medical devices and healthcare services. While the Company’s portfolio is held as one pool of assets, for operational purposes there is a quoted
portfolio and an unquoted portfolio. The portfolio is diversified by geography, industry sub-sector and investment size with no single investment
in a company normally accounting for more than 15% of the portfolio at the time of investment.
The portfolio is split between large, mid and small-capitalisation companies, primarily quoted on stock exchanges in North America, where the
most established and commercial biotechnology and other life sciences companies operating in related sectors are based, though investments
may also be made in Europe, Asia and Australia. Investments may also be made into unquoted companies and into funds not quoted on a stock
exchange, including venture capital funds. This may include funds managed by the Fund Manager and/or members of its group. The primary
purpose of investment in unquoted funds will be to gain exposure to unquoted companies.
The Company may invest through equities, index-linked securities and debt securities, cash deposits, money market instruments and foreign
currency exchange transactions. Forward or derivative transactions are not used by the Company.
The Company may borrow from time to time to exploit specific investment opportunities, rather than to apply long-term structural gearing to
the Company’s portfolio of investments.
International Biotechnology Trust plc
Strategic Report
10-Year Financial Record
4
Chair’s Statement
5
Portfolio Managers’ Review
8
Investment Approach and Process
14
Top 10 Quoted Investments
19
Largest Unquoted Investments
21
Investment Portfolio
22
Business Review
25
Governance
Board of Directors
38
Directors’ Report
40
Audit Committee Report
43
Management Engagement
Committee Report
47
Nomination Committee Report
48
Directors’ Remuneration Report
50
Statement of Directors’
Responsibilities
54
Financial
Independent Auditors’ Report
56
Statement of Comprehensive Income
62
Statement of Changes in Equity
63
Statement of Financial Position
64
Cash Flow Statement
65
Notes to the Financial Statements
66
Other Information
(Unaudited)
Annual General Meeting –
Recommendations
88
Notice of Annual General Meeting
89
Explanatory Notes to the
Notice of Meeting
90
Definitions of Terms and Alternative
Performance Measures
93
Shareholder Information
95
Information about the Company
97
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Biotechnology Trust plc
Ongoing charges
ratio*
1.2%
(31 August 2023: 1.4%)
Share price discount
to NAV per share*
11.3%
(31 August 2023: 6.3%)
Gearing*
4.4%
(31 August 2023: 12.0%)
Share price
680p
(31 August 2023: 644p)
This is not a sustainable product for the purposes of the Financial Conduct Authority (“FCA”) rules.
References to the consideration of sustainability factors and ESG integration should not be construed as
a representation that the Company seeks to achieve any particular sustainability outcome.
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
2
Schroder
Asian Total Return Investment Company plc
3
Strategic Report
Strategic Report
10-Year Financial Record
4
Chair’s Statement
5
Portfolio Managers’ Review
8
Investment Approach and Process
14
Top 10 Quoted Investments
19
Largest Unquoted Investments
21
Investment Portfolio
22
Business Review
25
4
International Biotechnology Trust plc
10-Year Financial Record
At 31 August
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Total assets (£’000)
1
261,681
231,120
272,337
263,217
240,862
302,708
347,835
326,916
304,871
308,155
Shareholders’ funds (£’000)
236,001
216,651
252,651
262,473
239,579
283,897
323,775
284,889
270,317
282,265
NAV per share (pence)
2*
586.40
575.10
672.90
699.00
623.90
738.60
783.20
697.20
687.50
766.30
Share price (pence)
551.50
497.50
624.00
680.00
636.00
730.00
729.50
651.50
644.00
680.00
Share price discount to
NAV per share
2
* (%)
(6.0)
(13.5)
(7.3)
(2.7)
1.9
(1.2)
(6.8)
(6.6)
(6.3)
(11.3)
Gearing
2
* (%)
9.2
5.4
2.5
0.1
0.0
6.3
6.3
14.0
12.0
4.4
For the year ended 31 August
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Net revenue after taxation (£’000)
(3,307)
(2,582)
(1,902)
(2,587)
(2,113)
(2,225)
(2,752)
(2,928)
(3,870)
(3,496)
Net revenue return per
share (pence)
(7.52)
(6.63)
(5.07)
(6.89)
(5.58)
(5.79)
(6.80)
(7.13)
(9.53)
(9.16)
Dividend per share
3
* (pence)
0.00
0.00
23.00
27.00
28.00
24.80
28.40
31.40
28.20
28.40
Ongoing charges
2
* (%)
1.5
1.4
1.3
1.4
1.3
1.3
1.2
1.3
1.4
1.2
Performance
4
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Share price total
return*
100.00
175.36
158.19
206.50
234.75
229.85
273.22
283.04
263.89
271.92
299.81
Reference Index
5
100.00
133.93
129.63
157.25
172.42
155.76
187.80
230.68
198.73
196.02
226.08
1
Net assets plus borrowings used for investment purposes.
2
For detailed calculations on the NAV per share, discount/premium, gearing and ongoing charges, please refer to Alternative Performance Measures (“APMs”) on
page 93.
3
Dividends are paid from capital.
4
Source: Morningstar. Cumulative performance rebased to 100 at 31 August 2024.
5
The Company’s Reference Index is the NASDAQ Biotechnology Index (“NBI”).
* Alternative Performance Measures.
10-year share price and Reference Index total returns
Share price/Reference Index total return (%)
Source: Morningstar. Data rebased to 100 at 31 August 2014.
100
125
150
175
200
225
250
275
300
Aug-24
Aug-23
Aug-22
Aug-21
Aug-20
Aug-19
Aug-18
Aug-17
Aug-16
Aug-15
Aug-14
Share price total return
Reference Index total return
International Biotechnology Trust plc
5
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
We share our Portfolio
Managers’ optimism that the
recovery in the biotechnology
sector is just beginning. Relative
valuations are compelling and
the potential rewards for
investors in innovative
companies developing future
treatments look more
attractive than ever.
In the first Annual Report to you since appointing Schroders as
Alternative Investment Fund Manager (the “AIFM” or the “Manager”)
of International Biotechnology Trust plc, I am pleased to report that
the net asset value (“NAV”) is again ahead of the NASDAQ
Biotechnology Index (the “Reference Index”) delivering a NAV total
return of 15.9% against the Reference Index which rose by 15.3% in
the year under review. Despite strong performance the discount
continued to widen during the year, leading to a share price total
return per share of 10.3%. All figures are on a sterling adjusted basis
with dividends reinvested.
Annualised over the three years to 31 August 2024, the NAV total
return was 3.6% versus an annualised return of –0.7% for the
Reference Index over the same period.
Our Portfolio Managers, Ailsa Craig and Marek Poszepczynski, who
moved to Schroders in November 2023, have continued to apply the
same investment philosophy and approach. The transition to
Schroders is now complete, and the Company has been benefiting
from the support of a larger organisation with healthcare expertise
and market-leading distribution and administrative capabilities.
Quoted portfolio
The NAV per share of the quoted portfolio, sterling adjusted and with
dividends reinvested, rose by 15.4% during the financial year.
Following a torrid couple of years for the biotechnology sector, I am
pleased that the management team has delivered double digit
absolute performance in addition to beating the Reference Index.
Investor confidence that the interest rate cycle had peaked at the end
of 2023 supported a recovery which was initially focused on the larger
pharmaceutical companies. The investment team continued to add
selectively to the small and mid capitalisation innovative
biotechnology companies which are now also participating in the
sector recovery.
Vera Therapeutics, an autoimmune company and a top five holding
which is developing a promising treatment to reduce the
inflammatory response in immunoglobin A (“IgA”) nephropathy,
a chronic kidney disease, continued to perform well and contributed
significantly to outperformance during the period. The share price of
Insmed, which the Portfolio Managers added to during the year, has
also performed well. The company is developing a drug to treat
a debilitating lung condition, bronchiectasis, and has reported
promising clinical trial results. Ultragenyx also performed well after
the company upgraded estimates for sales of its drug Crysvita which
treats a rare form of bone disease.
Once again successful identification of mergers and acquisitions
(“M&A”) candidates contributed to outperformance, with a further
two quoted holdings being acquired during the financial year. In
January of this year, Bristol Myers Squibb announced the completion
of its bid for Mirati Therapeutics, an oncology company with a
commercialised lung cancer drug, Krazati. In March of this year,
Bristol Myers Squibb also acquired Karuna Therapeutics, a company
with drugs under development for neurological and psychiatric
conditions. Karuna’s lead candidate for schizophrenia, Cobenfy,
received US Food and Drug Administration (“FDA”) approval in
September 2024.
Detractors of performance included Aurinia Pharmaceuticals, which
has been unsuccessful in generating interest in its lead
commercialised medicine Lupkynis which treats lupus, and Revance
Therapeutics, which makes injectable aesthetic therapeutics. Revance
was unable to gain traction in a very competitive market and has
recently announced a merger with a competitor.
Unquoted portfolio
In line with feedback received from our shareholders, we invest up to
15% of the total investments in innovative private equity opportunities
within the biotechnology sector. SV Health Managers LLP (“SV
Health”), which has historically delivered a strong track record for our
shareholders from investments in unquoted biotechnology assets,
continues to provide advice on the current private equity exposure.
Currently, the unquoted exposure represents 8.6% of the Company’s
total assets. These are primarily invested in two SV venture capital
funds, SV Life Sciences Fund VI (“SV Fund VI”) and SV Biotech
Crossover Opportunities Fund (“SV BCOF”).
I am pleased to report that these funds have also had a successful
year with two holdings being acquired and a further company
achieving a significant uplift following its public listing on NASDAQ.
In July 2024, Edwards Lifesciences acquired a portfolio holding in
SV Fund VI, Endotronix, a leader in heart failure management
technology, as part of a $1.2 billion deal. EyeBio, an innovative retinal
disease therapy developer, which is held in our more recent
investment, SV BCOF, was acquired by Merck in May 2024 for up to
$3 billion, including up to $1.7 billion in potential milestone payments.
Chair’s Statement
Post the financial year end in September 2024, Bioage, also held in
the SV BCOF portfolio, raised US$200 million from its initial public
offering (“IPO”) on NASDAQ. A clinical stage company, Bioage is
developing an oral drug candidate, Alzeprag, which is undergoing
a phase 2 weight loss trial in combination with Eli Lilly’s injectable
obesity GLP-1 drug, Zepbound.
Dividends
The Company’s dividend policy, which was last approved at the annual
general meeting (“AGM”) in December 2023, is to make dividend
payments equivalent to 4% of the Company’s NAV, as at the last day
of the preceding financial year ending 31 August, through two
semi-annual distributions. This enables shareholders to gain access to
this exciting growth sector without sacrificing the security of regular
income. The first dividend for the year, of 13.9p per share, was paid
on 26 January 2024, and the second payment of 14.5p per share, was
made on 23 August 2024.
The dividend policy will once again be proposed to shareholders at
the Company’s AGM in December 2024.
Discount management
The last twelve months have seen an increase in companies where
share prices are trading at a discount to NAV throughout the
investment trust industry, and the biotechnology and healthcare
sector is no exception. The Board continues to keep the Company’s
share price discount to NAV under close review and is committed to
buying back its shares to help manage the position. Although
2,483,273 shares were bought back to be held in treasury during the
year, the discount widened from 6.3% to 11.3%. Post the financial
year end, we have seen some narrowing of the discount and we are
cautiously optimistic that renewed confidence in the biotechnology
sector will lead to the share price more accurately reflecting the
underlying strength of the Company’s net assets.
Environmental, social and governance
(“ESG”) matters
As outlined in the Half Year Report, we are now able to utilise
Schroders’ dedicated ESG team to help our Portfolio Managers
incorporate ESG criteria in the investment process. This additional
resource has enabled us to apply a more rigorous approach to
monitoring and engagement with our investee companies.
The updated ESG policy is detailed on page 16.
Costs and fees
As previously explained, the Manager waived its management fee for
the first six months of appointment (from 20 November 2023), to
offset the costs associated with the mandate transition. As expected,
the ongoing charges ratio has decreased since the transition to
Schroders.
In accordance with the Company’s remuneration policy to pay
additional one off fees in the event Directors have undertaken
time-consuming work to deliver projects in shareholders’ interests, all
Board members have been awarded a one off payment following
successful completion of the transition of the Company from SV
Health to Schroders. These are detailed in the Directors’
Remuneration Report on page 50.
For the year ended 31 August 2024, a performance fee of £693,000
has accrued to the Manager in respect of the quoted portfolio’s
performance from 20 November 2023, the date of transition to
Schroders and the year end on 31 August 2024. A performance fee
of £176,000 was paid to SV Health in respect of the period from
31 August 2023 to 20 November 2023, the date of the transition to
Schroders, and a further fee of £35,000 has accrued to SV Health due
to the performance of the unquoted portfolio from 20 November
2023 to 31 August 2024.
Proposed changes to the Articles of
Association
The Board is proposing to make amendments to the Company's
Articles of Association (the “Articles”) primarily to reflect developments
in market practice and changes in law and regulation, including to:
•
give the Company the flexibility to hold general meetings partially
by electronic means and to enable members to attend and
participate in general meetings at one or more satellite meeting
places. In addition, the Board is proposing to amend the Articles
to give it certain additional powers in respect of postponing or
adjourning meetings in appropriate circumstances. These
amendments are being proposed in response to the restrictions
on social interactions that were imposed during the pandemic
which, on occasion, made it impossible or impractical for
shareholders to attend physical general meetings. The Board’s
objective is to make it easier for shareholders to participate in
general meetings through introducing electronic access for those
not able to travel. I should make it clear that these powers would
only be used if the specific circumstances or applicable law and
regulation required, and the Board’s intention is to always hold
a physical general meeting, provided it is both safe and practical
to do so; and
•
increase the limit on the aggregate level of Directors’ fees under
existing Article 92 from £250,000 to £300,000 per annum. The
proposed increase will provide headroom for the future and allow
for potential additional Directors to be appointed as part of the
Board’s succession planning. Further details are provided in the
Directors’ Remuneration Report on page 50.
Board succession
The Board was pleased to announce on 27 August 2024 that Alexa
Henderson would be appointed as a non-executive Director and Audit
Committee Chair designate with effect from 1 January 2025. Alexa
brings a wealth of experience in finance, accounting and audit
together with experience chairing audit committees. The Board and
I look forward to welcoming Alexa in the New Year.
In the Half Year Report, I advised that Caroline Gulliver, Chair of the
Company’s Audit Committee, who has served on the Board for
nine years this year, had indicated her intention to step down as
a Director at the forthcoming AGM. As Alexa Henderson is only
joining us at the beginning of 2025, Caroline has subsequently
agreed to remain as Chair of the Audit Committee for a short while
after Alexa’s appointment, to assist in providing a smooth transition
of responsibilities. Caroline will therefore be seeking re-election as
a Director at the forthcoming AGM.
Webinar
On 5 November 2024, the Company’s Portfolio Managers will be
presenting to shareholders at a webinar at 10.00 a.m. To register your
interest to attend this webinar please visit
https://www.schroders.events/IBT24, where the facility to watch the
recorded webinar afterwards will also be available.
6
International Biotechnology Trust plc
Chair’s Statement
continued
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
International Biotechnology Trust plc
7
AGM
The AGM will be held on Monday, 9 December 2024 at 12.00 noon at
the offices of Schroders at 1 London Wall Place, London EC2Y 5AU.
A presentation from our Portfolio Managers will be given at the AGM,
and attendees will also be able to ask questions in person and meet
the Directors. Details of the formal business of the meeting are set
out in the Notice of Meeting on page 89 of this Annual Report.
All shareholders are recommended to vote by proxy in advance of the
AGM and to appoint the Chair of the meeting as their proxy. This will
ensure that shareholders’ votes will be counted even if they (or any
appointed proxy) are not able to attend.
If shareholders have any questions for the Board, please write or
email using the details below. The questions and answers will be
published on the Company’s web pages before the AGM.
To email, please use: amcompanysecretary@schroders.com or write
to us at the Company’s registered office address: Company Secretary,
International Biotechnology Trust plc, 1 London Wall Place, London,
EC2Y 5AU.
To receive regular news about the Company, shareholders are also
encouraged to sign up to the Manager’s investment trusts update,
which can be found at: www.schroders.com/trust-updates/.
Outlook
It is rewarding to report on the green shoots of a recovery in the
biotechnology sector following an unprecedented period of share
price declines in the sector. The fundamentals remain strong. The
ageing demographic, more efficient, targeted clinical trials and
exciting innovation in disease areas including oncology, obesity, and
neurological conditions are adding to the positive outlook. M&A
activity is increasing as large, cash-rich pharmaceutical companies
seek solutions to impending drug patent expiries.
As I write, investors seem sanguine in the face of a rapid escalation of
hostilities in the Middle East, but ongoing conflict in the region may
well impact investor confidence. The political debate around
healthcare and US drug pricing will continue, regardless of the
outcome of the US election.
Notwithstanding these risks, we share our Portfolio Managers’
optimism that the recovery in the biotechnology sector is just
beginning. Relative valuations are compelling and the potential
rewards for investors in innovative companies developing future
treatments look more attractive than ever.
Kate Cornish-Bowden
Chair
4 November 2024
8
International Biotechnology Trust plc
Portfolio Managers’ Review
Ailsa Craig
Marek Poszepczynski
As things stand, our
top-down view of the
biotechnology opportunity
remains positive.
We are pleased to present the Portfolio Managers’ Review for the year ended 31 August 2024. During the year under review, the Company
completed the appointment of Schroder Unit Trusts Limited as its Alternative Investment Fund Manager (“AIFM” or the “Manager”), following the
announcement in August 2023 that SV Health would be relinquishing the mandate. We both joined Schroders on 20 November 2023 and have
settled very quickly into our new professional setting. In addition to healthcare expertise, Schroders brings deep experience in investment trusts
and is extremely well equipped to support the Company from a regulatory and marketing perspective.
Market overview
The year in review commenced with a further bout of weakness from the biotechnology sector, which revisited the lows of 2022 in November
2023, before staging a strong recovery in the last few weeks of 2023 and through the current year.
Initially, this recovery was led primarily by larger companies, but it has broadened out as the year has progressed, with small and mid-cap
biotechnology stocks increasingly participating in the rally. Encouragingly, this reflects renewed confidence across the sector after three years of
a bear market, with higher levels of private and follow-on financing, alongside tentative signs that the IPO window is gradually re-opening.
Consolidation in the sector has also continued, with many companies undergoing restructuring or M&A. Large pharmaceutical companies, in
particular, have been keen to fill the revenue gap that stems from their impending patent expiries. Furthermore, the impact of the US Inflation
Reduction Act which caps/limits the potential profits available for pharmaceutical companies from certain mature medicines has added further
impetus to the need to identify the next generation of treatments. This, we believe, has created opportunities for active investors to benefit from
the premia that are paid for innovative companies addressing high unmet medical need.
Innovation in the biotechnology industry has continued at a rapid pace. This is reflected in the number of new clinical trials being initiated, which
has risen every year since 2011, and, if the current rate continues, 2024 is expected to be yet another record year. This year has, however, been
slower for regulatory approvals, but this was expected after a record year in 2023 which worked through the COVID backlog of filings.
Importantly, there are a number of imminent key product launches, product approvals and late-stage clinical read outs in areas such as
oncology, neurology and obesity, all areas to which our portfolio is well exposed.
M&A – a major theme of the biotechnology industry
Strong M&A deal flow in recent years
25 M&A deals among portfolio companies since 2021
1
Past performance is not a guide to future performance.
Source: Schroders.
1
In some transactions, the market price rose sharply before the announcement.
2
M&A premium not disclosed in unquoted portfolio.
Reference to securities are for illustrative purposes only and not a recommendation to buy or sell.
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
International Biotechnology Trust plc
9
Performance review
The Company has delivered a solid performance during the year under review, generating positive returns for its shareholders. The NAV per
share increased by 15.9% on a total return basis, outperforming the Reference Index return of 15.3%. In share price terms, however, the
Company was behind the Reference Index, with a total return of 10.3%
1
. This stems from a widening of the Company’s discount from 6.3% to
11.3%, in a period during which the investment trust sector as a whole suffered from widening discounts.
In accordance with our dividend policy of paying dividends equivalent to 4% of the Company’s NAV as at the last day of the Company’s
preceding financial year, dividend growth was positive during the year under review, and will be positive again for the year ahead, as illustrated
in the chart below.
1
Source: Schroders. Past performance is not a guide to future performance and may not be repeated.
Dividend per share vs. total closing NAV at the preceding year end
1
Source: Schroders and Bloomberg.
1
Closing NAV at 31 August year end sets level of dividend paid in January and August the following year.
*Buy backs in 2023 and 2024 led to a slightly higher second dividend.
M&A
A key development during the year has been the continued resurgence of M&A activity in the biotechnology sector. Four companies (two
quoted and two unquoted companies) from the Company’s portfolio were acquired during the year, each at a significant premium.
In October 2023, Bristol-Myers Squibb announced it would acquire commercial-stage, targeted cancer specialist Mirati Therapeutics, for
$4.8 billion. The deal was struck at a 45% premium to Mirati’s undisturbed share price. Mirati had received approval for its targeted cancer
therapy Krazati (adagrasib) in December 2022. Krazati treats a specific type of lung cancer with the KRAS G12C mutation. As part of the agreed
transaction, Bristol-Myers Squibb included a non-tradable contingent value right where the company agreed to pay Mirati shareholders
a further $1 billion should the US regulator, the FDA, accept an application for the company’s pipeline drug MRTX1719 for lung cancer.
Bristol-Myers Squibb also acquired Karuna Therapeutics for $14 billion in December 2023, paying a 53% premium to the pre-bid share price.
Karuna’s lead asset, KarXT, is positioned as a potential first-in-class treatment for schizophrenia and other neuropsychiatric conditions. It was
submitted to the FDA in the autumn of 2023. In September 2024 the drug, now named Cobenfy, received approval from the FDA for the
treatment of schizophrenia.
As well as realising meaningful gains for the Company’s shareholders, these deals highlight our ability to identify attractively valued
biotechnology businesses with exciting technology in development.
Quoted portfolio
Contributors to NAV
Vera Therapeutics (“Vera”) (gain of £15.4 million
1
) a biotechnology company with a promising asset in late-stage development for IgA
nephropathy (“IgAN”), Atacicept. IgAN is a serious autoimmune kidney disease that can cause progressive damage, leading to end-stage renal
disease and the need for dialysis or transplantation. Vera’s disease-modifying therapy could become the first on the market to target the root
cause of IgAN rather than merely slowing down progression and alleviating symptoms. The drug has continued to demonstrate positive
progress in clinical trials, and received FDA Breakthrough Therapy Designation in May 2024, which recognises its potential to deliver significant
clinical improvements over current treatment options and accelerates its progress through the regulatory process. Phase 3 clinical trials are
underway, with results due in the first half of 2025, ahead of potential launch in 2026.
Insmed (gain of £ 4.7 million
1
), in May 2024, Insmed reported positive phase 3 results for brensocatib, aimed at treating bronchiectasis. The
drug demonstrated exceptional efficacy, significantly surpassing the primary endpoint showing a marked reduction in exacerbations. After the
data release, we built a significant position, and the shares appreciated a further c30%.
11.5
13.5
14.0
12.4
14.2
15.7
14.0
13.9
11.5
13.5
14.0
12.4
14.2
15.7
14.2
14.5
0
50
100
150
200
250
300
350
0
2
4
6
8
10
12
14
16
18
2016/17
2017/18
2018/19
2019/20
2020/21
2021/22
2022/23
2023/24
2024/25
First interim dividend (GBP)
Second interim dividend (GBP)
NAV (GBPm) (RH Axis)
14.5*
*
Dividend per share (GBP)
Total NAV (GBPm) at preceding year end
*
1
Source: Schroders as at 31 August 2024.
10
International Biotechnology Trust plc
The trial, involving 1,680 adults and 41 adolescents, compared
brensocatib against a placebo. Patients receiving the 10 mg dose
experienced a 21% reduction in exacerbations. Key secondary
endpoints, such as prolonged time to first exacerbation and
increased odds of remaining exacerbation-free over 52 weeks,
were successfully achieved.
Looking ahead, Insmed intends to submit the trial data to regulators
in Q4, anticipating a market launch in mid-2025. The company is also
advancing brensocatib’s development in other conditions, indicating
a promising growth trajectory.
Ultragenyx (gain of £4.6 million
1
), rare disease specialist, Ultragenyx
has demonstrated strong momentum, with Q2 2024 revenues
significantly above initial projections. This positive performance has
prompted management to raise the 2024 revenue guidance. Key
contributors to this success include robust sales of Crysvita for a rare
form of bone disease.
The outlook for the pipeline remains robust following an active first
half of 2024, with significant data releases anticipated in the second
half. Pivotal studies involving setrusumab in osteogenesis imperfecta,
another rare bone disease, and various gene therapies, including
GTX-102 for Angelman syndrome, are set to yield further insights and
potentially enhance Ultragenyx’s market positioning.
With a solid cash position of approximately $874 million, the company
is well-capitalised to support ongoing clinical developments and
navigate upcoming regulatory meetings. Due to the strong
performance of the stock, the managers have reduced their position
to preserve capital heading into significant binary events towards the
year end.
Detractors from NAV
Aurinia Pharmaceuticals (“Aurinia”) (loss of £3.6 million
1
) has
struggled throughout the year, culminating in a significant drop in
share price following the disappointing conclusion of its strategic
review. Despite reaching out to over 60 potential buyers, the review
yielded no formal bids, highlighting the company’s difficulties in
attracting acquisition interest.
There remains some optimism as Lupkynis, Aurinia’s lead asset which
addresses Lupus, is expected to generate $200–220 million in 2024
and the company is streamlining its operations. However, Aurinia faces
an uphill battle to regain investor confidence. Future performance
hinges on strong quarterly results from Lupkynis, increased
commercial execution, and improved profitability as R&D spending
diminishes in the coming year, supported by $350 million in cash
reserves.
Revance Therapeutics (“Revance”) (loss of £3.0 million
1
) has
encountered a difficult year, marked by declining stock performance
driven by several key challenges. The company faced heightened
competition in the neuromodulator market, which pressured pricing
and market share. Investors were concerned about the slow uptake
of Daxibotulinumtoxin A injection, its flagship product, amidst
a crowded landscape dominated by established players.
Additionally, Revance’s commercial premium pricing strategy faced
scrutiny, as slower-than-expected sales growth raised doubts about
the effectiveness of its marketing strategy and its ability to expand
market reach. Despite promising clinical trial results for its innovative
products, including the next-generation treatment options, concerns
surrounding regulatory timelines and the pace of new product
launches contributed to market unease. The company was
subsequently bid for by Crown Laboratories in August 2024.
Moderna (loss of £2.4 million
1
) has faced a challenging year, reflected
in its recent reduction of guidance figures for 2024 vaccine sales. This
decrease can be attributed to heightened competition in the markets
for COVID and respiratory syncytial virus (“RSV”) vaccines as well as
a-lower take up of vaccinations.
Despite reporting Q2 sales of Spikevax at $184 million, the overall
figures remain modest compared to previous years, reflecting a 37%
year-on-year decline. Notably, no revenue was reported from the
recently approved RSV vaccine. The prospect of a saturated and
competitive respiratory vaccine landscape further complicates
future growth.
On a positive note, Moderna’s pipeline remains active, with plans to
seek approvals for its seasonal flu and next-generation COVID
vaccines by year-end. Successful Phase III trial results have been
reported for these vaccines, alongside the flu/COVID combination
vaccine, which has also met its primary endpoints.
Unquoted portfolio
The improved funding environment extends to the unquoted
companies in the sector and we are delighted to report two
acquisitions and a significant IPO in the SV Health funds in which we
are invested, during the year under review.
SV Fund VI continued to progress well. In August 2024, the fund
received upfront proceeds of $58.0 million (4.1x multiple on invested
capital (“MOIC”)) related to the acquisition of Endotronix, a leader in
heart failure management solutions which received FDA approval for
Cordella, an implantable pulmonary artery pressure sensor allowing
early, targeted therapeutic intervention, by Edwards Lifesciences.
SV Fund VI is entitled to additional proceeds upon the achievement of
clinical milestones as well as escrow proceeds.
SV Fund VI also made follow-on investments in 2024 in Ribometrix,
Doctors of Physical Therapy, Jet Health and Enara. Since our initial
investment in SV Fund VI in 2016, the fund has delivered an
impressive Internal Rate of Return (“IRR”) of 16% per annum for
investors.
2024 has been another exceptional year for SV Health’s clinical stage
fund, SV BCOF, and it continues to deliver on the value accretion
events that were anticipated at the start of the year.
Most notably, in a period where liquidity is scarce, SV BCOF
successfully exited its ophthalmology company, EyeBio in a sale to
global pharma company, Merck. SV Health created EyeBio alongside
serial entrepreneur and SV Venture Partner David Guyer, providing
seed funding from its venture fund, the SV7 Impact Medicine Fund.
In July 2024, Merck acquired EyeBio on the back of promising data
from a Phase 1b trial from its lead programme in diabetic macular
edema. Merck recognised the major improvements in vision
(+11.2 letters on a standard eye test) and 80% reduction in retinal
thickness seen in patients and as a result, agreed to pay $1.3 billion in
an upfront payment, followed by a potential further $1.7 billion in
pre-agreed milestones to acquire the Company. EyeBio is a flagship
acquisition for Merck as they look to build a new ophthalmology
franchise, with their sights on the multi-billion dollar macular
degeneration market, amongst others. EyeBio has already achieved
the first milestone of dosing a patient in a Phase 3 clinical trial. The
exit drove a material distribution to SV’s investors, generating
a realised return of 7 times the SV BCOF investment, and the future
milestones have the potential to deliver a further 4 times investment
on a risk-adjusted basis. As a result, SV BCOF expects to make
a further distribution to investors by the end of this year.
Portfolio Managers’ Review
continued
1
Source: Schroders as at 31 August 2024.
In the Half Year Report, SV Health highlighted its investment in
BioAge, a clinical stage obesity therapeutics company, where it
participated in the highly sought after crossover round. The company
is executing clinical trials with its investigational product and an
approved therapeutic with the potential to improve on the current
obesity standard of care, by shifting to oral treatments as well as
addressing lean muscle loss which can have a material impact on
patient health. The Company’s plan to list on NASDAQ was realised on
the 26 September 2024 and it now trades under NASDAQ: BIOA. The
company’s shares opened at $22.50 in its NASDAQ debut, 25% above
the initial public offering price of $18.00, and have continued to trade
above the marketed offering price.
In addition to these recent developments from the portfolio,
SV BCOF has invested in SV Health’s latest UK company creation,
Draig Therapeutics. The Company was co-founded with Cardiff
academics Professor John Atack and Professor Simon Ward, repeat
SV Venture Partner, Ruth McKernan and SV provided the founding
institutional investment. Ruth is a serial entrepreneur and leading
expert in the field of neuroscience drug development. SV Health team
members Charles Dunn and Jamil M. Beg have joined the board of
directors. Draig represents an exciting opportunity given the mature
nature of the portfolio with a lead programme already in clinical
studies. This investment offers the potential for outsized returns
through the founder shares awarded to SV Health funds as founding
investor.
Strategy update
Our investment strategy remains focused on identifying companies
with innovative technologies, strong intellectual property and solid
growth potential. This is a constant feature of our investment
approach, but where within the biotechnology industry we find these
businesses can change over time, as can our appetite for risk.
The end of this financial year marks the completion of the first three
full years of our management of the Company’s portfolio. Despite
market volatility, our efforts to adapt the portfolio to evolving market
conditions have enabled us to deliver consistent outperformance
over the Company’s Reference Index over each of these first
three years, in markedly different circumstances.
The key to this outperformance has been a flexible, valuation-driven
strategy, adapting to evolving market conditions with a focus on
capital preservation and selective risk taking. For example, in the
market downturn of 2022, we focused on managing downside risk by
reducing exposure to higher-risk, smaller biotechnology companies in
favour of larger, resilient, cash-flow generating businesses. This
cautious stance paid off, and we were then able to take advantage of
lower valuations in 2023 to move back towards earlier-stage
biotechnology companies once the market had shown signs of
stabilisation. Shareholders have increasingly seen the benefit of these
strategic moves as we have progressed through 2024.
This flexibility is typical of what investors should expect from our
management. There will always be a strong emphasis placed on
capital preservation, as reflected in our approach to “binary event
risk”, where we look to reduce exposure to holdings as they approach
critical milestones such as trial results, in order to reduce exposure to
excessive share price volatility.
In addition to our scientifically driven and valuation aware bottom-up
stock picking, investors should expect us to continue to take a
top-down view, which ensures that we have an appropriate breadth of
exposure across the various therapeutic areas as well as informing
whether the portfolio should be tilted towards defensive or riskier
biotechnology companies, depending on where we are in the
investment cycle. This view can also be amplified through active
management of the gearing
1
facility, and by taking advantage of
market volatility as conditions evolve.
1
Please refer to section on “Definitions of Terms and Alternative
Performance Measures”.
Portfolio positioning
As things stand, our top-down view of the biotechnology opportunity
remains positive. With confidence returning and the IPO window
gradually re-opening, we believe we are at a point in the
biotechnology investment cycle from which a prolonged period of
positive performance may be expected.
Early in the year under review, having seen encouraging signs of
renewed vitality in smaller, earlier-stage biotechnology, we elected to
increase the portfolio’s exposure to this part of the market; and also
increased gearing
1
to a peak of 14%, confident that the recovery
would continue to gather momentum. Both of these strategic
decisions stood the portfolio in good stead through the initial stages
of the biotechnology rally. We have subsequently reduced gearing to
around 5% but the portfolio remains well exposed to small and
mid-cap biotechnology, where we continue to find very attractive
opportunities.
By subsector, 39.8% of the portfolio is currently invested in early-
stage biotechnology companies which are still navigating the clinical
trial and regulatory process, 41.5% in mid-stage revenue growth
companies which have products that are approved but not yet
turning a profit, and 18.7% in later-stage, profitable businesses. We
believe we have an appropriately balanced and diversified portfolio
for the current environment, but our increased investment in carefully
selected smaller, earlier-stage companies has intentionally increased
the volatility profile of the portfolio. We believe a higher beta
2
positioning should prove beneficial to shareholders in the period
ahead.
Alongside exposure to core holdings where we find high quality,
well-managed biotechnology businesses with exciting and innovative
technology under development, we also take a “basket approach” to
therapeutic areas where the ultimate winners are still somewhat
harder to predict. This involves a lower risk, diversified strategy of
taking smaller positions across a range of the most promising assets,
rather than backing a single opportunity. Below we take a look at
three of these baskets.
1
Please refer to section on “Definitions of Terms and Alternative Performance
Measures”.
2
For help in understanding any terms used, please visit
https://www.schroders.com/en/insights/invest-iq/investiq/education-
hub/glossary/.
Central nervous system (“CNS”)
Just over a fifth of the portfolio is currently dedicated to therapies
targeting diseases of the CNS, such as schizophrenia, depression,
Alzheimer’s, Parkinson’s, epilepsy and attention deficit hyperactivity
disorder (“ADHD”). These conditions are typically highly complex, with
significant unmet medical need and unfortunately a growing number
of patients, and we are seeing exciting developments from a broad
range of innovative companies in this area.
Indeed, the two largest portfolio holdings have CNS assets in
development. Intra-Cellular Therapies is advancing treatments for
schizophrenia and bipolar depression, with its lead drug, Caplyta,
already approved for both conditions. Its unique mechanism of action
differentiates it from other antipsychotics, offering better tolerability
with fewer side effects like weight gain or movement disorders,
making it a highly valuable asset in the CNS space. We think of the
company as a “pipeline in a drug” as it is also exploring potential
applications for Caplyta in other psychiatric areas, and continues to
advance its broader pipeline, including treatments for major
depressive disorder and other neuropsychiatric conditions.
International Biotechnology Trust plc
11
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
12
International Biotechnology Trust plc
Meanwhile, Supernus Pharmaceuticals is focusing on conditions such
as ADHD and epilepsy. Its leading products include Qelbree, an
ADHD treatment that is expanding its market share due to its
non-stimulant nature, and Trokendi XR, which is indicated for epilepsy
and migraine prophylaxis. Supernus continues to advance its pipeline,
with several next-generation therapies for CNS disorders in
development.
Elsewhere, we hold smaller positions in businesses such as
Neurocrine Biosciences, which specialises in involuntary movement
disorders, notably tardive dyskinesia through its drug, Ingrezza. Other
examples include Acadia Pharmaceuticals which focuses on
psychosis-related disorders and Rett Syndrome, a rare genetic brain
disease, Jazz Pharmaceuticals which is best known for its work in
sleep disorders and narcolepsy, and Uniqure which is pioneering
a gene therapy for Huntington’s disease.
This therapeutic area has seen a significant amount of M&A activity in
recent times, as evidenced by the Karuna Therapeutics deal
mentioned above. This reflects the high level of interest in CNS
innovation from large pharmaceutical companies, and we expect to
see this trend continue as CNS treatments remain a priority for filling
pipeline gaps.
Emerging oncology
Another fifth of the portfolio is targeting oncology innovation, with the
majority of this focused on what we consider to be the next
generation of cancer treatments.
One of the key areas here is cell therapy, where cells are genetically
modified or reprogrammed in a laboratory and then infused back into
the patient. This technique has already made a major impact in
treating blood cancers, particularly with CAR-T therapies that have
shown remarkable success. However, cell therapy’s potential extends
well beyond blood cancers, with exciting prospects for treating solid
tumours through both extracellular and intracellular targeting
mechanisms, enabling the immune system to attack these tumours
more effectively.
Within the portfolio, Iovance Biotherapeutics recently launched its
tumour-infiltrating lymphocyte (“TIL”) therapy, lifileucel, for advanced
melanoma. TIL therapy works by isolating and expanding the patient’s
own tumour-fighting lymphocytes, which are then reinfused to target
and destroy cancer cells. This represents a new frontier in
immunotherapy, particularly in the treatment of solid tumours.
Meanwhile, Autolus Therapeutics has filed for approval of its
CAR-T therapy, obecabtagene autoleucel (obe-cel), for treating acute
lymphoblastic leukaemia (“ALL”). This therapy uses a patient’s own
modified T-cells to target and eliminate cancer cells, with promising
clinical data showing strong efficacy in achieving remission in this
difficult-to-treat blood cancer.
Protein degradation is another exciting emerging area of oncology
that involves targeting and breaking down specific proteins that are
essential for cancer cell survival. This approach has the potential to
address previously “undruggable” proteins, significantly broadening
the scope of cancers that can be treated. The market for protein
degradation, if successful, is multi-billion in size as it introduces
entirely new mechanisms for attacking cancer at the molecular level.
The portfolio is exposed to this field through companies like BeiGene
and Arvinas. BeiGene is advancing its protein degradation platform
with promising therapies such as BGB-11417, a Bcl-2 inhibitor
currently in trials for chronic lymphocytic leukaemia (“CLL”) and other
B-cell malignancies. Meanwhile, Arvinas’ lead candidate, ARV-110,
targets the androgen receptor, a key driver in prostate cancer.
Additionally, T-cell engagers represent another next generation
immunotherapy. These bispecific antibodies simultaneously bind to
cancer cells and recruit T-cells, directing the immune system to
destroy the cancer. Within the portfolio, Immunocore is a leader in
this field with Kimmtrak, a first-in-class bispecific T-cell engager
approved for treating uveal melanoma. Janux Therapeutics is also
making strides in developing T-cell engager therapies for solid
tumours, leveraging its proprietary TRACTr platform to enhance the
safety and efficacy of these treatments.
Obesity
Historically viewed as a predominantly Western problem, obesity is
now a global health challenge, with estimates suggesting that a
quarter of the world’s adults will be obese by 2030. This expanding
prevalence creates vast market potential for effective therapies.
The current leading treatments are GLP-1 receptor agonists, which
have been highly successful in recent years. Market expectations are
very high, however, and risks remain regarding delivery mechanisms,
reimbursement policies and ongoing supply constraints. These
factors mean that while current therapies dominate the landscape,
market leadership is far from guaranteed in this rapidly evolving field,
where innovation is occurring at a rapid pace.
There are currently 79 listed clinical-stage obesity programmes
targeting at least 41 unique mechanisms, and the numbers continue
to rise. Among the most exciting new developments are combination
therapies that activate multiple pathways, such as GLP-1 combined
with gastric inhibitory polypeptide (“GIP”) agonists, amylin, glucagon
or leptin. These combinations aim to boost efficacy, improve patient
outcomes and offer more comprehensive weight management
solutions. Additionally, novel targets such as mitochondrial
uncoupling and cannabinoid-1 (“CB1”) reverse agonists are being
explored, promising to deliver innovative new approaches to more
effective long-term obesity management.
Approximately 7% of the portfolio’s assets are allocated to
obesity-related therapies, spread across eight companies. A notable
example is Altimmune, which is developing pemvidutide, a dual
GLP-1/glucagon receptor agonist designed to enhance weight loss by
increasing energy expenditure and reducing appetite.
Outlook
The biotechnology sector looks poised to make further progress as
we look towards 2025 and beyond. Despite the recent rally, the
Reference Index remains well below its peak of 2021 and valuations
are generally reasonable, suggesting significant future upside
potential, given the sector’s accelerating pace of innovation.
In large part, we believe this innovation is driven by necessity. The
increasingly complex demands of a global population that is growing
older, richer and sicker, are driving rising demand for healthcare
services in general and placing public healthcare systems under ever
increasing strain. These fundamental demographic tailwinds look
capable of driving structural growth and continued biotechnology
innovation for many years, if not decades, into the future.
In the meantime, with inflation seemingly under control and interest
rates expected to decline, the investment environment is again
becoming increasingly favourable for long-duration assets such as
biotechnology. There are signs that the IPO window is beginning to
open and secondary offerings remain strong, indicating renewed
appetite for biotechnology from a broader range of investors. This is
all typical of what we would expect to see in the more positive stages
of the biotechnology investment cycle.
Portfolio Managers’ Review
continued
The potential for further M&A activity is another positive feature of
the outlook, as large, cash-rich pharmaceutical companies seek to fill
gaps in their pipelines and replace expiring patents by buying smaller
biotechnology businesses. The implementation of the US Inflation
Reduction Act, which may negatively impact the pricing of key
established drugs sold by large pharmaceutical companies, could
increase the demand for innovative biotechnology still further.
As has been the case in prior years, the US Presidential election could
result in near-term volatility in the biotechnology sector, and for
healthcare more broadly. However, we do not expect any election
outcome to materially change the positive long-term biotechnology
investment case.
Conclusion
As we move further into what has historically been one of the most
rewarding phases of the biotechnology investment cycle, we believe
the Company is well positioned to capture the opportunity that lies
ahead, through the disciplined application of a successful and
repeatable investment approach, augmented by the strength and
resources of Schroders. Notwithstanding the risk of near-term
volatility as we move through the US election season, we view the
long-term future for the Company and its shareholders with more
confidence than ever.
Ailsa Craig and Marek Poszepczynski
Portfolio Managers
4 November 2024
International Biotechnology Trust plc
13
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
14
International Biotechnology Trust plc
Investment Approach and Process
The Company aims to give its investors access to the whole spectrum of the biotechnology sector, from early stage private companies with
pre-clinical projects through to mega-cap biotechnology companies which have products already making a profit.
The Company’s assets include both a quoted portfolio and an unquoted portfolio. The Board of Directors has set size parameters for the
unquoted portfolio of between 5% and 15% of NAV, which at 31 August 2024 was 9.4%. This portfolio currently comprises investments in two
funds (SV Fund VI and SV BCOF), in addition to some legacy direct unquoted investments. These assets are managed by SV Health. See page 24
for more information on the unquoted portfolio.
The quoted portfolio is managed by your joint lead managers, Ailsa Craig and Marek Poszepczynski, (the “Portfolio Managers”). They have been
the lead managers since March 2021, and both have worked with the Company for a long period ahead of that, Ailsa Craig since 2006 and
Marek Poszepczynski since 2013. For more information on your Portfolio Managers, please visit the Company's web pages: www.ibtplc.com.
Bottom up stock picking with an important top down overlay
Factors considered (in no particular order)
Source: Schroders.
The Portfolio Managers’ approach is essentially a bottom up stock picking process, but with an important macro driven top down overlay.
Investor appetite for biotechnology investing tends to be cyclical which causes the sector sentiment to shift from being undervalued to
overvalued at different points in the cycle.
Source: Schroders, December 2023.
B
Bottom
up
Single/wholly owned asset
Unmet medical need
Monopoly position
Financial strength
Pricing power
Management
Valuation
Liquidity
ESG
T
Top d
o
w
n
Market cap
Diversification
Therapeutic area
Macro environment
Development stage
RECOVERY
M&A kickstarts and
valuations start to
recover
EQUILIBRIUM
Fair value, growth, IPO
window opens, influx of
Capital, steady stream
of M&A
CORRECTION
M&A dries up,
investment outflows
EUPHORIA
Hyped values, booming
IPOs
Where do we
think we are now?
DESPAIR
Company values depressed
International Biotechnology Trust plc
15
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
This is why the top down overlay is important as it enables the Company to preserve your capital by tilting the portfolio into the more defensive
large cap stocks when a market correction is anticipated, and back into the higher growth smaller cap earlier stage companies when a period of
stability and investor optimism is expected. During the financial year ended 31 August 2024, your Portfolio Managers assessed that the
biotechnology sector was due to enter a period of relative stability following an unprecedentedly long period of draw down. Thus the portfolio
was tilted away from the defensive mega caps towards the higher growth earlier stage names during the year.
The investment cycle drives the top down overlay
In order to anticipate the investor sentiment towards the sector, the Portfolio Managers monitor several factors which are seen as leading
indicators for an improvement in the sector’s investment performance.
There is a strong inverse correlation between US interest rates and the performance of the biotechnology sector. This means that when the
Federal Reserve cuts interest rates, the biotechnology sector has historically performed better relative to the broader market. Due to the long
duration of the process of developing a new drug, lower interest rates discount future potential profits less than the opposite.
XBI Smaller Cap Biotechnology vs US Treasuries 10-year yield, August 2024
Source: Eikon Refinitiv, Schroders, 31 August 2024.
M&A have long been a part of the biotechnology sector’s ecosystem with the majority of innovative drug development taking place in
biotechnology companies, but the majority of sales and manufacturing of approved drugs taking place in major pharmaceutical companies.
Many pharmaceutical companies are currently cash rich and able to raise debt (especially those who profited from the COVID pandemic). These
companies are also facing a number of key patent expiries on their most profitable products. Therefore, their appetite to buy biotechnology
companies with strong products is high. When the pharmaceutical companies’ appetite for acquisitions accelerates, it is a good sign that
investor appetite for stocks will follow. During the year to 31 August 2024, the Company profited from four acquisitions of companies in its
portfolio (see the Portfolio Managers’ Review on page 8).
Access to equity finance is a further indicator of the financial health of the biotechnology sector. When companies are able to access secondary
equity finance effectively, the window for IPOs edges open, which is a real test of investor appetite for the sector. As the year ending 31 August
2024 drew to a close, a number of biotechnology IPOs had been launched or were expected to launch after several years where very few
biotech IPOs had made it to the market.
These factors are all carefully monitored by your Portfolio Managers to inform their investment decisions with regard to their top down overlay.
Diversification is also an important component for the top down overlay. Ensuring that the portfolio is appropriately balanced across a range of
therapeutic areas is important as when one company hits the buffers, its whole subsector tends to experience a downturn. The portfolio is also
diversified across various size brackets and stages of development.
Bottom up stock picking in the biotechnology sector
Complementary to Ailsa Craig’s skills, Marek Poszepczynski’s background in business development is particularly useful for stock picking and the
Company’s Portfolio Managers employ many of the same approaches used by the business development departments of pharmaceutical
companies when they are evaluating potential licensing and M&A candidates.
Idea generation is important in identifying prospective portfolio companies. Most of the listed biotechnology companies have chosen to base
themselves in the USA where they have superior access to equity finance and the largest market in the world. Your Portfolio Managers travel
regularly to the US to enhance their idea generation. Most of their interactions with prospective portfolio companies take place at investment
conferences, scientific conferences and in virtual one-to-one meetings organised by the Portfolio Managers themselves. Within Schroders, there
are experts in all areas of healthcare investing whose expertise can also be drawn on, for example when assessing the likelihood of a particular
pharmaceutical company making a biotechnology acquisition, the Schroders Healthcare team will have in depth knowledge of the
pharmaceutical company. Furthermore, the Portfolio Managers have access to Key Opinion Leaders in relation to particular areas of science,
regulation, clinical statistics and other fields.
The Portfolio Managers favour companies which have a great product
with compelling science which addresses an unmet medical need,
giving the company potential pricing power. The company’s
management should have experience with developing drugs and
guiding them through the clinical and regulatory process and the
company should have a cash runway of at least two years. The
valuation should be reasonable, and the shares should be liquid
enough to enable an active trading approach. The therapeutic area
should not be too crowded – a monopoly position and a wholly
owned asset are optimal and the company should meet our ESG
thresholds (see page 14 for further details).
Diversification through investing in baskets
In certain areas, there can be a race among several companies with
competing technologies to address similar conditions. When they are
at the earlier stages of development, it is hard to predict which
companies will succeed as the variables are unpredictable. A basket
approach to investing at this stage helps to preserve capital by taking
a small stake in a number of similar companies. As the companies
progress through their regulatory and clinical trial journey, it becomes
clearer which companies are most likely to succeed, at which point
some ideas can be removed from the basket in favour of larger stakes
in others. Currently the Company has baskets of stocks in the fields of
obesity, liver, CNS (including mental health) and oncology as well as
a basket of potential M&A candidates.
Preserving capital through binary event
trading and trading discipline
Investing in liquid stocks is crucial to the Company’s Portfolio
Managers due to their active trading in the portfolio.
Investors tend to be optimistic, which means that as a company
approaches a point in its development where the result will be binary
(the drug is toxic or it isn’t; the drug works, or it doesn’t; the drug is
approved, or it isn’t), the value of the company tends to rise, thanks to
optimistic investors buying the shares. The Portfolio Managers like to
hold the shares during this optimistic price rise, but reduce the
position ahead of the announcement of the news, in order not to
expose the portfolio to a potential catastrophic loss in the event of
bad news. It may mean that the Company misses out on part of the
price rise, but it can buy the shares back at a lower risk-weighted
valuation after a positive announcement if it chooses to do so. This
approach has historically led to lower volatility in the Company than
the Reference Index.
Trading discipline is also important – even when a company meets all
the criteria of compelling science, a great management team and
good prospects, if the valuation has become dislocated from the
future financial prospects for the company, the investment has to be
reevaluated. In a sector which experiences swings into euphoria, it is
important not to be seduced by the hype and have the discipline to
sell a good stock which has become overvalued, in order to preserve
capital.
Managing the gearing level
The Company has a secured credit facility which enables it to borrow
extra money to invest which can generate superior returns in a
rising market but can enhance losses in a market correction. The
Company’s Portfolio Managers’ view on the investment cycle is
important in informing their decision as to when to deploy gearing.
During the year ended 31 August 2024, the Portfolio Managers
increased gearing to a high of 14% when the cycle first appeared to
be turning to a more stable outlook and have since reduced it to
a more normalised level of around 5%.
ESG policy
The Company delegates responsibility to the Manager for taking
environmental, social and governance (“ESG”) issues into account
when assessing the selection, retention and realisation of investments.
The Board expects the Manager to engage with investee companies
on social, environmental and governance issues and to promote best
practice. The Board expects the Manager to exercise the Company’s
voting rights in consideration of these issues.
In addition to the description of the Manager’s integration of ESG into
the investment process below, a description of the Manager’s detailed
ESG policy can be found at
https://mybrand.schroders.com/m/6197143c263420f5/original/Schro
ders-Group-Sustainable-Investment-Policy.pdf and its engagement
with investee companies on these matters can be found at
https://www.schroders.com/en/sustainability/active-ownership/.
The Board notes that Schroders believes that companies with good
ESG management often perform better, are more resilient and deliver
superior returns over time. Engaging with companies to understand
how they approach ESG management is an integral part of the
investment process. Schroders is compliant with the UK Stewardship
Code and its compliance with the principles therein is reported on its
website.
The Board receives regular reports from the Manager on the
application of its ESG policy.
These following paragraphs reflect the ESG views and activities of the
Manager in relation to the Company’s portfolio, and more widely.
References to ‘our’ or ‘we’ in this section of the report refer to the
Manager.
Integration of ESG into the investment process
Schroders has been considering ESG issues, and sustainability
generally, for over 25 years. Schroders has a team of dedicated ESG
professionals who develop proprietary ESG tools and oversee ESG
analysis across Schroders.
The investment team responsible for managing the Company, works
closely with the Schroders dedicated Sustainable Investment team to
engage with companies, prioritising those with exposure to higher
ESG risk and low ESG ratings. During these company meetings the
Portfolio Managers will discuss specific sustainability issues, engaging
with company sustainability experts directly, in addition to financial
performance and governance matters.
How does ESG analysis embed itself into the
investment process for the Company?
ESG principles have gained increased momentum in the biotechnology
sector and are progressively influencing investment decisions, corporate
strategies and regulatory frameworks. Disclosure and standardisation of
data across companies is still limited, however, we believe that examining
a wider range of factors than those that are captured in traditional
investment analysis allows a more complete view of potential investment
drivers leading to better-informed investment decisions.
The Company does not target any specific sustainability outcomes
and any positive outcome is an indirect result of our investment
approach. Nevertheless, we integrate ESG considerations into our
research and investment decisions with the aim of maximising
risk-adjusted returns for the Company. Consequently, we do not think
about ESG as a separate investment discipline, but rather as an
integral component to the way in which we evaluate and appraise
stocks that are under consideration for the Company. For us, ESG
integration is the process of identifying, analysing and incorporating
relevant and material ESG factors into investment decisions as well as
the ongoing monitoring of the portfolio and engagement with
investee companies.
16
International Biotechnology Trust plc
Investment Approach and Process
continued
International Biotechnology Trust plc
17
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
The investment team’s approach to ESG research is broadly defined and constitutes any non-financial factor that is considered likely to have
a material impact on the forward growth trajectory, or the variability of growth, of a business. The determination of this resides with the
investment team, shaped by discussions with members of the Schroders sustainable investment team.
For example, from a social perspective the investment team may consider how companies are addressing global health challenges, while
ensuring that these innovations are accessible and affordable. Other ethical considerations in clinical trials, such as ensuring diversity in trial
participants and safeguarding patient rights, may also be assessed.
From a governance perspective the investment team may look to see if companies have high standards of transparency, robust corporate
governance structures and maintain compliance with regulations.
In order to assess and understand the potential impact of sustainability risks and opportunities, the investment team uses a range of internal
and external tools in combination with sector-specific guidance from the Sustainability Accounting Standards Board to determine material ESG
factors to build a holistic view of companies.
Schroders has invested in developing a range of proprietary research models and tools to gain insights into environmental, social and
governance investment factors and help inform investment decisions where relevant to a particular investment strategy. The incorporation of
SustainEx™ and CONTEXT™ – proprietary tools developed by the Sustainable Investment team – provides a baseline assessment that assists the
investment team in developing its ESG appraisal.
CONTEXT™ uses a selection of data to assess a company’s relationship with its stakeholders such as customers, suppliers, regulators and
employees. This tool is interactive and customisable, enabling our investment analysts to select and weigh material sustainability trends for each
sector and select the most relevant metrics for assessment in any given case. The tool gives our analysts the flexibility to make company-specific
adjustments to reflect their specialist knowledge.
The team also leverages SustainEx™, in its analysis. SustainEx™ provides an estimate of the potential social and environmental ‘costs’ or ‘benefits’
that a company may create on a net basis. It does this by using certain metrics with respect to that company – quantifying them positively (for
example the paying of ‘fair wages’) and negatively (for example for the carbon a company emits) to produce an aggregate notional measure of
the effect that the relevant underlying company may have on society and the environment. The model enables our investment teams to
integrate sustainability risk considerations by evaluating companies based on these factors. SustainEx also assesses the risks companies face if
the social and environmental ‘costs’ they externalise were to be pushed into their own financial costs
1
.
The investment team may use alternative methods to assess relevant holdings in the Company. The investment team may also draw
information on investee companies from publicly available corporate information, company meetings, broker reports, industry bodies, research
organisations, think tanks, legislators, consultants, Non-Governmental Organisations and academics. The Manager subscribes to external ESG
research providers including MSCI ESG research, Bloomberg, Refinitiv, Sustainalytics and Morningstar. These are subject to periodic review and
change.
Active ownership
Active ownership encompasses the Company’s engagement and voting activities. The investment team believes that constructive and
committed engagement with management teams at the companies and assets invested in is a key element of the responsibilities of investors
and a clear demonstration of the value the company can bring to clients’ investment returns over time. The Company aims to drive change that
will protect and enhance the value of investments and is committed to leveraging the weight of Schroders to change how a company is
operating for the better. The investment team believes this is an important aspect of the role as stewards of clients’ capital and can help clients
meet their long-term financial goals in line with the company’s fiduciary responsibilities.
1
SustainEx utilises and is reliant on, and subject to the limitations of, third party data as well as Schroders’ own modelling assumptions, and the outcome may differ
from other sustainability tools and measures.
Our active ownership priorities reflect the combined perspectives of
the investment team and sustainable investment team. We focus on
sustainability issues which we determine to be material to the
long-term value of our investee holdings. When material and relevant,
we believe that companies that address these factors, where lacking,
will drive improved financial performance for our clients. These issues
reflect expectations and trends across a range of issues but are not
limited to compliance with local laws and regulations, ethical conduct
codes and practices, product responsibility including drug safety,
access to medicine, good governance practices, including controls for
corruption, bribery and other criminal or unethical conduct etc. By
strengthening relationships with stakeholders, business models
become more sustainable. The governance structure and
management quality that oversee these stakeholder relationships are
also a focus for our engagement discussions.
We recognise our responsibility to make considered use of voting
rights. We vote on both shareholder and management resolutions.
The overriding principle governing our approach to voting is to act in
line with our fiduciary responsibilities in what we deem to be the
interests of our clients. We aim to support company management;
however, we will oppose management recommendations if we believe
that it is in the best interests of our clients. We apply our Voting
Guidelines to each resolution, except to the extent that local or
specific client requirements may apply. Our own research is integral
to our process. Schroders’ dedicated corporate governance
specialists work with the Portfolio Managers to establish a view of the
voting decision that is in the best long-term interests of our clients.
We may draw on several different external resources, including but
not limited to third party proxy research and public reporting.
How we engage
We use three key methods for practicing active ownership:
1. Dialogue: We speak with companies to understand if and how
they are preparing for the long-term challenges they face.
2. Engagement: We work with companies to help them recognise
the potential impact of these challenges and to help them take action
in the areas where change may be required.
3. Voting (where applicable): We use our voice and rights as
shareholders to make sure these changes take effect.
These forms of active ownership can take place directly with
companies, led by our investment team in close collaboration with
Schroders’ Sustainable Investment team; they can also take place
in collaboration with other groups. Engagement is therefore
a component of the portfolio’s investment strategy, from an
environmental, social and governance perspective. We recognise that
effective engagement requires continuous monitoring and ongoing
dialogue. Where we have engaged repeatedly and seen no
meaningful progress, we will escalate our concerns. Decisions on
whether and how to escalate are based on the materiality of each
issue, its urgency, the extent of our concern and whether the
company has demonstrated progress through previous
engagements. We identify a number of methods to escalate our
engagements, such as meeting or otherwise communicating with
non-executive directors or the chair of the Board, publicly stating our
concerns, withholding support or voting against management and
directors.
Our approach to active ownership focuses on achieving real-world
outcomes and achieving change. When determining when to engage
and setting an objective for the engagement, we consider:
1. Materiality: We seek to focus our engagement on the most
material sustainability threats and opportunities to the company.
2. Regional context: The materiality of issues and the expectations
we have of companies vary by country and region. They may be
affected by, for example, differing socio-cultural factors, regulatory
maturity and resource constraints. Where possible we reference
country or regional initiatives, regulations and leading practice from
peers in our dialogue with companies.
3. Realistic outcomes: We consider both leading practice and what
could realistically be achieved by the company in the next few years,
including considering the size of the company.
4. Ability to monitor progress: We use objective, measurable
metrics or indicators that can be used to assess company
performance on an issue.
5. Length of engagement: We aim to set short- to mid-term
objectives – that can often be achieved over a 12- to 24-month
period depending on the intensity of the engagement – but with
a longer-term vision in mind.
Our engagement takes place through a mix of meetings with
management and voting. We aim to set pre-defined SMART (specific,
measurable, achievable, realistic and time-bound) engagement
objectives. Our voting record will be closely monitored and we plan to
regularly monitor our progress against the engagement objectives, at
least annually, and at a frequency that is appropriate for the priority of
the engagement and materiality of the holding. That said, we
recognise that engagement does not always lead to tangible
outcomes, the length of time to achieve an objective will vary
depending upon its nature, and that key strategic changes will take
time to incorporate into a company’s business process. A measurable
outcome from our engagement upon completion of an objective
could take a range of forms, including additional disclosure by
a company, evidence of influencing the company strategy on
a particular issue, or a change to the governance of an issue. We
expect to have a more comprehensive record of our engagement by
the end of the next fiscal year, taking into account the time taken to
align the Company with Schroders’ ESG policy and processes.
Engagement with portfolio company Harmony
Biosciences
Situation
Harmony Biosciences specialises in developing and delivering
treatments for rare neurological disorders and is part of the
Company’s CNS portfolio. In March 2023 research specialist, Scorpion
Capital published a note accusing Harmony Biosciences of concealing
data concerning serious adverse side effects of its narcolepsy drug
Wakix and filed a citizen petition, requesting the FDA to change the
policy for the specific product.
Action
The Portfolio Managers contacted an independent expert in the field
of FDA processes to ask whether the concerns raised had any basis in
fact. The Company then organised a call with the management of
Harmony Biosciences and invited the FDA expert to join the call to
raise the specific allegations with the management team.
Outcome
Harmony Biosciences’ management team reassured the Portfolio
Managers, and the FDA, expert that the safety concerns had no basis
and confirmed that the FDA are undertaking a quarterly safety review
of the drug. Had there been any genuine safety concerns, the FDA
would have stepped in. The Portfolio Managers decided to retain the
holding. In June 2024, the FDA clarified that it had carefully
considered the information submitted in the petition, and based on
its review, the petition was denied.
18
International Biotechnology Trust plc
Investment Approach and Process
continued
International Biotechnology Trust plc
19
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
Top 10 Quoted Investments
Intra-Cellular Therapies
Market cap: US$7.7bn
% of investments:
4.7% (2023: 3.0%)
Therapeutic area:
Central nervous system (“CNS”)
Vera Therapeutics
Market cap: US$2.1bn
% of investments:
4.6% (2023: 3.8%)
Therapeutic area:
Auto-immune
Supernus Pharmaceuticals
Market cap: US$1.9bn
% of investments:
4.6% (2023: 4.4%)
Therapeutic area:
CNS
BeiGene
Market cap: US$21.0bn
% of investments:
4.1% (2023: 0.7%)
Therapeutic area:
Oncology
BioMarin Pharmaceutical
Market cap: US$17.4bn
% of investments:
4.0% (2023: 3.7%)
Therapeutic area:
Rare diseases
1
Description
Intra-Cellular Therapies is developing innovative treatments for people living with complex psychiatric and neurologic diseases. It has a product
approved to treat schizophrenia and bipolar depression.
Investment rationale
Derisked, revenue growth company with strong launch of its lead asset Caplyta which is considered to be one of the safest drugs on the market.
Continued successful sales growth will be an important measure of success. There is also the possibility of expanding into other subtypes of
CNS diseases such as major depression. A possible M&A target.
2
Description
Vera Therapeutics is a clinical-stage biotechnology company focused on developing treatments for immunological diseases. Its lead product
(atacicept) seeks to address the causes of a rare kidney condition called IgA Nephropathy. A possible M&A target.
Investment rationale
Atacicept is potentially the first in class in the field of a disease modifying treatment for IgA Nephropathy.
Phase 3 data is expected in mid-2025. A possible M&A target.
3
Description
Supernus is developing treatments that help treat neurological and psychiatric conditions including ADHD, epilepsy, Parkinsons Diseases, and
Migraine.
Investment rationale
Supernus sells a non-stimulant treatment for ADHD (Qelbree), providing an alternative option for children and adults who suffer from ADHD.
The launch statistics for their approved product Qelbree will be an important indicator of future success. A possible M&A target.
Description
BeiGene is a global oncology company founded in China which is focused on developing innovative and affordable medicines primarily to
improve cancer treatment. The company’s lead marketed asset is Brukinsa, used to treat a specific form of blood cancer. The drug made
$2.3 billion in revenues in 2023.
Investment rationale
BeiGene sells a BTK inhibitor for CLL which has shown best in class data versus competitor BTK inhibitors. The product pipeline is maturing, and
the company is on the cusp of turning profitable. The launch statistics for Brukinsa will be an important indicator of future success.
5
Description
BioMarin has products approved that treat rare life-threatening genetic conditions such as achondroplasia, haemophilia A and other inherited
conditions and is working on trials of products for other serious genetic conditions such as Duchenne, MPS IVA and VI, PKU and CLN2.
Investment rationale
BioMarin is one of the largest Orphan drug pure plays. After a disappointing launch of its haemophilia A gene therapy, the company looks to be
set for recovery with the incoming new CEO. It has several products on the market with growth potential. A possible M&A target.
4
20
International Biotechnology Trust plc
Alnylam Pharmaceuticals
Market cap: US$33.7bn
% of investments:
3.1% (2023: 2.4%)
Therapeutic area:
Rare diseases
Cytokinetics
Market cap: US$6.7bn
% of investments:
2.8% (2023: 0.3%)
Therapeutic area:
Other
Insmed
Market cap: US$13.1bn
% of investments:
2.7% (2023: 0.2%)
Therapeutic area:
Rare diseases
Biogen
Market cap: US$29.8bn
% of investments:
2.6% (2023: 1.7%)
Therapeutic area:
CNS
Moderna
Market cap: US$29.8bn
% of investments:
2.5% (2023: n/a)
Therapeutic area:
Infectious diseases
6
Description
Alnylam is focused on the discovery, development and commercialisation of RNA interference therapeutics for genetically defined diseases.
It has products approved including one for familial transthyretin-mediated (“ATTR”) amyloidosis polyneuropathy with a potential label expansion
into ATTR cardiomyopathy, a much larger market.
Investment rationale
Alnylam recently reported positive phase 3 data for their lead asset, Vutisiran in familial ATTR cardiomyopathy, which is already approved for
polyneuropathy for patients with ATTR amyloidosis. There is a possibility of market expansion should the FDA approve the label expansion into
ATTR amyloidosis with cardiomyopathy. The company plans to file for marketing authorisation with the FDA by 2024 year end.
7
Description
Cytokinetics is focused on modulating proteins in the sarcomere, the fundamental unit of muscle contraction found within muscle cells. The
company recently announced successful phase 3 results for its lead asset which is now under a regulatory approval review process.
Investment rationale
Cytokinetics has filed its drug Aficamten with the regulator after positive data in phase 3 trials. The result of this filing is a potential important
catalyst for the stock. There is the potential for this drug to carry the best-in-class label with fewer restrictions than the currently approved drug
Mavacampten. A possible M&A target.
8
Description
Insmed aims to address rare diseases, currently mainly focused on respiratory conditions. The company recently reported positive data in
bronchiectasis, a high unmet medical need with no effective treatment options.
Investment rationale
After positive phase 3 data, the company has filed Brensocatib for approval in bronchiectasis. The market will be monitoring for the FDA’s
decision on the filing which is expected in 2025. A possible M&A target.
9
Description
Biogen is a leading global biotechnology company that pioneers science and drives innovations for complex and devastating diseases, primarily
in neurological conditions. Biogen’s lead asset is a treatment for Alzheimer’s patients which is now launched. The company is also developing
a more convenient option for patients that can be administered at home instead of in the hospital setting.
Investment rationale
Profitable established biotechnology company with a cash flow generating base business and a newly launched drug for Alzheimer’s disease.
Further positive news is possible if the subcutaneous version of Leqembi is approved.
10
Description
Moderna has built the world’s leading mRNA platform which has multiple potential uses. Building on the success of its COVID vaccine, it is now
researching other vaccines and other uses of mRNA technology including in the field of oncology.
Investment rationale
After the successful launch of the COVID vaccine from the company/s RNA platform, the focus is now shifting to applying the same technology
to treat cancer. Further positive news could come in 2026 when the phase 3 data for its cancer vaccine in melanoma is expected.
Top 10 Quoted Investments
continued
SV Fund VI
% of investments: 4.4% (2023: 4.7%)
Venture Fund
SV BCOF
% of investments: 2.8% (2023: 1.7%)
Venture Fund
1
Description
An investment in a venture capital fund, SV Fund VI, which invests in portfolio companies across three sectors: biotechnology (32%), healthcare
services (43%) and medical devices (25%). SV Fund VI’s portfolio consists of 13 underlying investments, one of which was listed as at 31 August
2024.
2
Description
An investment in a venture capital fund, SV BCOF, which focuses on biotechnology companies that are either in the clinic and/or which have the
potential to enter the clinic within 12 months (near clinical stage), typically Series B and beyond. The fund will also invest in listed equities subject
to the restrictions set out in its investment guidelines. The fund's portfolio consists of seven underlying investments.
International Biotechnology Trust plc
21
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
Largest Unquoted Investments
22
International Biotechnology Trust plc
Quoted Investments
Equities
Investment
Therapeutic area
Geographic location
£’000
%
Intra-Cellular Therapies
Central nervous system
United States
14,020
4.7
Vera Therapeutics
Auto-immune
United States
13,718
4.6
Supernus Pharmaceuticals
Central nervous system
United States
13,703
4.6
BeiGene
Oncology
United States
12,286
4.1
Biomarin Pharmaceutical
Rare diseases
United States
11,982
4.0
Alnylam Pharmaceuticals
Rare diseases
United States
9,166
3.1
Cytokinetics
Other
United States
8,446
2.8
Insmed Inc
Rare diseases
United States
8,150
2.7
Biogen Inc
Central nervous system
United States
7,623
2.6
Moderna
Other
United States
7,466
2.5
Ultragenyx Pharmaceutical
Rare diseases
United States
6,704
2.3
Gilead Sciences
Infectious diseases
United States
6,583
2.2
Uniqure
Haematology
Europe
6,526
2.2
Apellis Pharmaceuticals
Rare diseases
United States
6,488
2.2
Amgen
Oncology
United States
6,164
2.1
Xenon Pharmaceuticals
Other
Canada
5,409
1.8
Ascendis Pharma
Rare diseases
Europe
4,731
1.6
Kalvista Pharmaceuticals
Rare diseases
United States
4,390
1.5
Argen X
Auto-immune
Europe
4,352
1.5
Blueprint Medicines
Oncology
United States
4,228
1.4
Acadia Pharmaceuticals
Central nervous system
United States
4,177
1.4
Vanda Pharmaceuticals
Central nervous system
United States
4,170
1.4
Biohaven
Central nervous system
United States
4,042
1.4
Axsome Therapeutics
Central nervous system
United States
3,936
1.3
Madrigal Pharmaceuticals
Liver
United States
3,919
1.3
Akero
Other
United States
3,814
1.3
Structure Therapeutics
Other
United States
3,709
1.2
Zai Lab Ltd
Oncology
United States
3,624
1.2
Autolus Therapeutics
Cell therapy
United States
3,564
1.2
Sarepta Therapeutics
Rare diseases
United States
3,496
1.2
Rocket Pharmaceuticals
Rare diseases
United States
3,363
1.1
Amicus
Rare diseases
United States
3,260
1.1
Neurocrine Biosciences
Central nervous system
United States
3,185
1.1
Corbus Pharmaceuticals
Metabolic
United States
2,997
1.0
Grifols
Medical technology
United States
2,917
1.0
SpringWorks Therapeutics
Oncology
United States
2,757
0.9
Illumina Inc
Oncology
United States
2,692
0.9
Jazz Pharmaceuticals
Rare diseases
Europe
2,655
0.9
Janux Therapeutics
Oncology
United States
2,655
0.9
Altimmune
Metabolic
United States
2,416
0.8
Immatics
Oncology
United States
2,367
0.8
Denali Therapeutics
Central nervous system
United States
2,365
0.8
Apogee Therapeutics
Auto-immune
United States
2,276
0.8
Ideaya Biosciences
Oncology
United States
2,246
0.8
Dyne Therapeutics
Rare diseases
United States
2,081
0.7
Travere Therapeutics
Auto-immune
United States
2,049
0.7
Investment Portfolio
as at 31 August 2024
International Biotechnology Trust plc
23
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
Quoted Investments (continued)
Equities
Investment
Therapeutic area
Geographic location
£’000
%
Ionis Pharmaceuticals
Rare diseases
United States
2,040
0.7
Krystal Biotech
Rare diseases
United States
1,868
0.6
Immunocore
Oncology
United States
1,788
0.6
Legend Biotech
Oncology
United States
1,680
0.6
Alkermes
Central nervous system
United States
1,561
0.5
Kymera Therapeutics
Auto-immune
United States
1,550
0.5
Celldex
Auto-immune
United States
1,513
0.5
PTC Therapeutics
Rare diseases
United States
1,377
0.5
Novocure
Oncology
Europe
1,095
0.4
Iovance Biotherapeutics
Oncology
United States
1,019
0.3
Kura Oncology
Oncology
United States
975
0.3
Syndax Pharmaceuticals
Oncology
United States
899
0.3
Edgewise Therapeutics
Cardiovascular
United States
887
0.3
Vaxcyte
Rare diseases
United States
882
0.3
CRISPR Therapeutics
Rare diseases
Europe
835
0.3
Evotec Oai
Other
Europe
826
0.3
Harmony Biosciences
Rare diseases
United States
810
0.3
Relay Therapeutics
Oncology
United States
794
0.3
Olema Pharmaceuticals
Oncology
United States
737
0.2
Guardant Health
Other
United States
710
0.2
Avadel Pharmaceuticals
Central nervous system
United States
647
0.2
Biocryst Pharmaceuticals
Rare diseases
United States
554
0.2
Scholar Rock
Metabolic
United States
503
0.2
Beam Therapeutics
Rare diseases
United States
477
0.2
Arvinas
Oncology
United States
472
0.2
Intellia Therapeutics
Rare diseases
United States
410
0.1
Terns Pharmaceuticals
Metabolic
United States
359
0.1
Marinus Pharmaceuticals
Central nervous system
United States
311
0.1
Prothena
Central nervous system
United States
254
0.1
Skye Bioscience
Metabolic
United States
107
–
GRAIL
Oncology
United States
76
–
Total equities
270,883
91.1
24
International Biotechnology Trust plc
Investment Portfolio
continued
Unquoted Investments
Investments held through a venture fund
As at 31 August 2024
Investment
Sector classification
Geographic location
£’000
%
SV Fund VI
Venture fund
United States
13,120
4.4
SV BCOF
Venture fund
United Kingdom
8,432
2.8
Total investments held through a venture fund
21,552
7.2
Exited investments with contingent milestones
Exited unquoted companies for which the Company retains rights to receive future contingent performance-based payments are shown below:
As at 31 August 2024
Investment
Therapeutic area
Geographic location
£’000
%
Ikano Therapeutics
Auto-immune
United States
4,382
1.5
Convergence
Auto-immune
United States
309
0.1
Total exited investments with contingent milestones
4,691
1.6
Exited investments in liquidation
As at 31 August 2024
Investment
Therapeutic area
Geographic location
£’000
%
TopiVert
Other
United Kingdom
40
–
Total exited investments in liquidation
40
–
Directly-held unquoted investments
Directly-held unquoted investments held by the Company are shown below:
As at 31 August 2024
Investment
Therapeutic area
Geographic location
£’000
%
Autifony Therapeutics
Other
United Kingdom
341
0.1
Total directly-held unquoted investments
341
0.1
Investments in unquoted companies that have previously been written down to nil net book value, but where ownership in the Company is
retained, are not disclosed in this table.
Summary of Investments
As at 31 August 2024
£’000
%
Equities
270,883
91.1
Investments held through a venture fund
21,552
7.2
Exited investments with contingent milestones
4,691
1.6
Exited investments in liquidation
40
–
Directly-held unquoted investments
341
0.1
Total investments
297,507
100.0
Investments in unquoted companies that have previously been written down to nil net book value, but where ownership in the Company is
retained, are not disclosed in this table.
International Biotechnology Trust plc
25
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
Business Review
Purpose, values and culture
The Company’s purpose is to create long-term shareholder value, in line with the investment objective.
The Company’s culture is driven by its values: transparency, engagement and rigour, with collegial behaviour and constructive, robust challenge.
The values are all centred on achieving returns for shareholders in line with the Company’s investment objective. The Board also sets out the
effective management or mitigation of the risks faced by the Company and, to the extent it does not conflict with the investment objective, aims
to structure the Company’s operations with regard to all its stakeholders and take account of the impact of the Company’s operations on the
environment and community.
As the Company has no employees and acts through its service providers, its culture is represented by the values and behaviour of the Board
and third parties to which it delegates. The Board aims to fulfil the Company’s investment objective by encouraging a culture of constructive
challenge with all key suppliers and openness with all stakeholders. The Board is responsible for embedding the Company’s culture in its
operations.
Business model
The Board appointed Schroder Unit Trusts Limited (the “Manager”), with effect from 20 November 2023, to implement the investment strategy
and to manage the Company’s assets in line with the appropriate restrictions placed on it by the Board, including limits on the type and relative
size of holdings which may be held in the portfolio and on the use of gearing, cash, derivatives and other financial instruments as appropriate.
The terms of the appointment of the Manager, and the delegation by the Manager of investment management services to Schroder Investment
Management Limited (“SIM” or the “Investment Manager”), are described more completely in the Directors’ Report. The Manager also promotes
the Company using its sales and marketing teams. The Board and Manager work together to deliver the Company’s investment objective, as
demonstrated in the diagram below.
Investment trust status
The Company carries on business as an investment trust. Its shares are listed and admitted to trading on the main market of the London Stock
Exchange. It has been approved by HM Revenue & Customs as an investment trust in accordance with section 1158 of the Corporation Tax
Act 2010, by way of a one-off application and it is intended that the Company will continue to conduct its affairs in a manner which will enable it
to retain this status.
The Company is domiciled in the UK and is an investment company within the meaning of section 833 of the Companies Act 2006. The
Company is not a “close” company for taxation purposes.
Continuation vote
It is not intended that the Company should have a limited life but the Directors consider it desirable that the shareholders should have the
opportunity to review the future of the Company at appropriate intervals. Accordingly, the Articles of Association contain provisions requiring the
Directors to put a proposal for the continuation of the Company to shareholders at two yearly intervals. Accordingly, a continuation vote will be
proposed at the AGM to be held in 2025.
d
r
objectives
providers to achieve
and other service
Appoints the Manager
strategy and KPIs
Set objectives,
B
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•
•
shareholder value
the creation of
Activities centred on
•
risk management
oversight including
overall strategy and
Responsible for
•
•
buy backs and issuance
liquidity through share
and the provision of
of the discount/premium
Oversee the management
gearing
Oversee the use of
of KPIs
Monitor achievement
management
m
d
in
s
c
S
•
M
ca
M
n
Bo
•
Oversee portfolio
buybacks and issuance
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and o
that t
•
pote
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rema
that t
•
management
iscount/premium
ntervention to support
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upport from the
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apability of the
oard
Marketing and sales
Promotion
ensuring
d ssua
ce
n
g
buybacks and issuance
26
International Biotechnology Trust plc
Business Review
continued
Investment model
Investment objective
The Company’s investment objective is to achieve long-term capital
growth by investing in biotechnology and other life sciences companies.
Investment policy
The Company will seek to achieve its objective by investing in a
diversified portfolio of companies which may be quoted or unquoted
and whose shares are considered to have good growth prospects, with
suitably experienced management and strong potential upside through
the development and/or commercialisation of a product, device or
enabling technology. Investments may also be made in related sectors
such as medical devices and healthcare services. While the Company’s
portfolio is held as one pool of assets, for operational purposes there is
a quoted portfolio and an unquoted portfolio. The portfolio is diversified
by geography, industry sub-sector and investment size with no single
investment in a company normally accounting for more than 15% of the
portfolio at the time of investment.
The portfolio is split between large, mid and small-capitalisation
companies, primarily quoted on stock exchanges in North America,
where the most established and commercial biotechnology and other
life sciences companies operating in related sectors are based,
though investments may also be made in Europe, Asia and Australia.
Investments may also be made into unquoted companies and into
funds not quoted on a stock exchange, including venture capital
funds. This may include funds managed by the Fund Manager and/or
members of its group. The primary purpose of investment in
unquoted funds will be to gain exposure to unquoted companies.
The Company may invest through equities, index-linked securities and
debt securities, cash deposits, money market instruments and foreign
currency exchange transactions. Forward or derivative transactions
are not used by the Company.
The Company may borrow from time to time to exploit specific
investment opportunities, rather than to apply long-term structural
gearing to the Company’s portfolio of investments.
Investment restrictions
The Company observes the following investment restrictions:
•
The Company will invest primarily in biotechnology and other life
science companies that are either quoted or unquoted.
•
The Company will normally invest no more than 15% in
aggregate, of the value of its gross assets in any one individual
company at the time of acquisition.
•
The great majority of the Company’s assets will be invested in the
quoted biotechnology sector with a global mandate across the
entire spectrum of quoted companies. The weighting of
investment in unquoted companies will vary according to the
attractiveness of the opportunities identified.
•
Gearing is restricted to 30% of NAV.
•
The Company will invest no more than 15% in aggregate, of the
value of its gross assets in other closed-ended investment
companies quoted on the London Stock Exchange or any other
stock exchanges.
No material change will be made to the investment objective or policy
without the approval of shareholders by ordinary resolution.
Promotion
The Company promotes its shares to a broad range of investors who
have the potential to be long-term supporters of the investment
strategy. The Company seeks to achieve this through its Manager and
corporate broker, which promote the shares of the Company through
regular contact with both current and potential shareholders as well
as their advisers.
These activities consist of investor lunches, one-on-one meetings,
regional road shows and attendances at conferences for professional
investors. In addition, the Company’s shares are supported by the
Manager’s wider marketing of investment companies targeted at all
types of investors; this includes maintaining close relationships with
adviser and execution-only platforms, advertising in the trade press,
maintaining relationships with financial journalists and the provision
of digital information on Schroders’ website. The Board also seeks
active engagement with investors, and meetings with the Chair are
offered to investors when appropriate, and further details are
provided in the section ‘Relations with shareholders’ below.
Shareholders are encouraged to sign up to the Manager’s Investment
Trusts update, to receive information on the Company directly
https://www.schroders.com/en-gb/uk/individual/never-miss-an-
update/.
Details of the Board’s approach to discount management and share
issuance may be found in the Chair’s Statement on page 5 and in the
Annual General Meeting – Recommendations on page 88.
Relations with shareholders
Shareholder relations are given high priority by both the Board and
the Manager. The Company communicates with shareholders
through its web pages, monthly factsheets and the Annual and Half
Year Reports which aim to provide shareholders with a clear
understanding of the Company’s activities and its results.
The Board’s policy is to communicate directly with shareholders and
their representative bodies without the involvement of the
management group (either the Company Secretary or the Manager)
in situations where direct communication is required. Representatives
from the Board offer to meet with major shareholders on an annual
basis in order to ascertain their views.
The Company Secretary acts on behalf of the Board, not the Manager,
and there is no filtering of communication. At each Board meeting,
the Board receives full details of any communication from
shareholders to which the Chair responds, as appropriate, on behalf
of the Board. The Company Secretary has no express authority to
respond to enquiries addressed to the Board and all communication,
other than junk mail, is redirected to the Chair.
In addition, in relation to institutional shareholders, members of the
Board may be either accompanied by the Manager or conduct
meetings in the absence of the Manager.
In addition to the engagement and meetings held during the year
described in “Promotion” above, the Chair of the Board, Committee
Chairs and the other Directors attend the AGM and are available to
respond to queries and concerns from shareholders.
Key performance indicators (“KPIs”)
The Board reviews performance using a number of key measures, to
monitor and assess the Company’s success in achieving its objective.
Further comment on performance can be found in the Chair’s
Statement. The following KPIs are used:
•
NAV performance;
•
Share price premium/discount;
•
Share price performance and yield; and
•
Ongoing charges ratio.
Some KPIs are Alternative Performance Measures (“APMs”), and
further details and definitions of these terms can be found on
page 93.
International Biotechnology Trust plc
27
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
Stakeholder engagement
Section 172 of the Companies Act 2006
During the year, the Board discharged its duty under section 172 of the Companies Act 2006 to promote the success of the Company for the
benefit of its members as a whole, having regard to the interests of its stakeholders. The Board has identified its key stakeholders as the
Company’s shareholders, the Investment Manager, the unquoted investment portfolio adviser, other service providers, investee companies and
the Company’s lender as well as wider society and the environment. The Board takes a long-term view of the consequences of its decisions, and
aims to maintain a reputation for high standards of business conduct and fair treatment among the Company’s shareholders. The Board notes
that the Company has no employees and the impact of its own operations on the environment and local community is through the impact of its
service providers or investee companies.
Fulfilling this duty helps to support the Company in achieving its long term investment objective and helps to ensure that all decisions are made
in a responsible way. In accordance with the requirements of the Companies (Miscellaneous Reporting) Regulations 2018, the Directors explain
below how they have individually and collectively discharged their duties under section 172 of the Companies Act 2006 over the course of the
year under review, the key decisions made during the year and related engagement activities.
Stakeholder
Significance
Engagement
2023/24
application
At the AGM in 2023 questions and
feedback from shareholders were
welcomed. The Board, along with the
Portfolio Managers, look forward to
meeting and interacting with
shareholders at the AGM in December
2024.
The Company’s web pages host the
Annual and Half Year Reports. Via the
Company’s web pages, shareholders
can subscribe to the Schroders
investment trusts newsletter to receive
regular updates on the Company.
The Chair of the Board and Senior
Independent Director met with the
Company’s major shareholders
following the announcement in
February 2023 that SV Health had
given the Company notice of
termination of the existing investment
management agreement and the
appointment of SUTL as the new AIFM,
in November 2023, to ensure their
views were taken into account.
The Manager and Portfolio Managers
engaged with a number of the
shareholders and investors during the
year and regular feedback was
provided to the Board.
A number of promotional activities
were undertaken during the year
including Portfolio Manager interviews,
podcasts, webinars and coverage in
key publications.
The Board continues to work with
Kepler on promoting the Company
through its research notes which are
published once a year following the
publication of the Company’s annual
results.
The Company’s appointed Broker,
Deutsche Numis continues to provide
a market in the Company Shares and
provides feedback from investors to
the Board.
–
AGM: The Company welcomes
attendance and participation from
shareholders at the AGM.
Shareholders have the opportunity to
meet the Directors and the Portfolio
Managers and ask questions. The
Board values the feedback it receives
from shareholders which is
incorporated into Board discussions.
–
Publications: The Annual and Half
Year results presentations, as well
as monthly factsheets and the
Portfolio Managers’ blog, are
available on the Company’s web
pages with their availability
announced via the London Stock
Exchange. Daily NAV updates are
also issued to provide shareholders
with transparent information on the
Company’s portfolio. Feedback
and/or questions received from
shareholders enable the Company
to evolve its reporting. which, in
turn, helps to deliver transparent
and understandable updates.
–
Shareholder communication:
The Company communicates with
the shareholders periodically.
Investors are offered the opportunity
to meet the Chair, Senior
Independent Director, or other Board
members without using the Manager
or Company Secretary as a conduit,
by writing to the Company’s
registered office. The Board also
corresponds with shareholders by
letter and email, further details are
provided in the section ‘Relations with
shareholders’ on page 26. The Board
receives regular feedback from its
broker on investor engagement and
sentiment.
–
Investor Relations updates: At
every Board meeting, the Directors
receive updates on share trading
activity, share price performance and
any shareholders’ feedback, as well
as any publications or comments in
the press. To gain a deeper
understanding of the views of its
shareholders and potential investors,
the Manager also undertakes
Investor roadshows together with
the Portfolio Managers during
the year.
Continued shareholder support and
engagement are critical to the
continuing existence of the Company
and the delivery of its long- term
strategy.
Shareholders
28
International Biotechnology Trust plc
Business Review
continued
Stakeholder
Significance
Engagement
2023/24
application
Representatives of the Manager and
the Investment Manager, including the
Portfolio Managers, attend each Board
meeting to provide an update on the
investment portfolio along with
presenting on macroeconomic issues.
The portfolio activities undertaken by
the Investment Manager and the
impact of decisions affecting
investment performance are set out in
the Portfolio Managers’ Review on
pages 8 to 13.
Maintaining a close and constructive
working relationship with the
Investment Manager is crucial as the
Board and the Investment Manager
both aim to continue to achieve
consistent, long-term returns in line
with the investment objective. The
Investment Manager attends all Board
and certain Committee meetings in
order to update the Directors on the
performance of the investments and
the implementation of the investment
strategy and objective.
Important components in the Board’s
collaboration with the Investment
Manager:
–
Encouraging open discussion with
the Investment Manager;
–
Support and constructive challenge
of the Investment Manager
including the robust negotiation of
the Investment Manager’s terms of
engagement; and
–
Drawing on Directors’ individual
experience to support the
Investment Manager by holding it
to account regarding investment
strategy, and challenging where
necessary. set out in the Portfolio
Managers’ Review on pages 8 to 13.
The Management Engagement
Committee reviews the performance of
the Manager, its remuneration and the
discharge of its contractual obligations
at least annually.
Engagement with the Company’s
Investment Manager is necessary to
evaluate its performance against the
Company’s stated strategy and to
understand any risks or opportunities
this may present.
The Investment Manager’s
performance is critical for the
Company to deliver its investment
strategy successfully and meet its
objective to achieve long-term capital
growth by investing in biotechnology
and other life sciences companies.
Investment
Manager
Since the transition, the Board has
received regular updates and
information from SV Health on the
unquoted portfolio, including an
update, between scheduled Board
meetings, which resulted in the release
of a portfolio update announcement in
respect of a NAV increase of
£7.2 million resulting from the
acquisition by Merck of EyeBio,
a portfolio company in SV BCOF.
Further details about the acquisition
are provided in the Portfolio Managers’
Review.
Representatives of SV attend Board
meetings on a bi-annual basis and
report to each Board meeting.
Between scheduled meetings, regular
contact with SV is maintained to
ensure that the Board is fully
appraised of any material events.
Responsibility for advising on the
unquoted portfolio and actively
monitoring and analysing the
performance of the investments in the
unquoted portfolio has been
delegated to the unquoted investment
portfolio adviser, SV.
Unquoted
investment
portfolio adviser
The Board engages regularly with
service providers both in one-to-one
meetings and via regular written
reporting.
Under delegated authority from the
Board, the Management Engagement
Committee reviewed all material third
party service providers. The Board
considered the ongoing appointments
of its service providers to be in the
best interests of the Company and its
shareholders as a whole and will
continue to monitor their progress in
the year ahead.
The Board maintains regular contact
with its key external providers, both
through the Board and Committee
meetings, where service providers are
periodically invited to attend, as well as
outside of the regular meeting cycle.
Their advice, as well as their needs and
views, are routinely taken into account.
The need to foster business
relationships with key service providers
is central to Directors’ decision making
as the Board of an externally managed
investment trust.
In order to operate as an investment
trust with a premium listing on the
London Stock Exchange, the Company
relies on a diverse range of advisers
and service providers. The Company
ensures that the third parties to which
the services have been outsourced
complete their roles in line with
contractual arrangements and
expectation thereby supporting the
Company.
Other service
providers
International Biotechnology Trust plc
29
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
Stakeholder
Significance
Engagement
2023/24
application
Investee
companies
The Board received regular updates on
engagement with investee companies
from the Investment Manager at its
Board meetings.
During the year, the Investment
Manager engaged with many of its
investee companies and voted at
shareholder meetings (further details
can be found on page 18).
The Investment Management team
conducts face-to-face and/or virtual
meetings with the management teams
of all investee companies to
understand current trading and
prospects for their businesses, and to
ensure that their ESG investment
principles and approach are
understood.
The Investment Manager has
discretionary powers to exercise the
Company’s voting rights on resolutions
proposed by the investee companies
within the Company’s portfolio. The
Investment Manager reports to the
Board on stewardship (including
voting) issues and the Board will
question the rationale for voting
decisions made.
By active engagement and exercising
voting rights, the Investment Manager
actively works with companies to
improve corporate standards,
transparency and accountability.
The Board is committed to responsible
investing and actively monitors the
activities of investee companies
through its delegation to the
Investment Manager.
During the year, gearing was regularly
considered.
The Board cancelled and repaid the
outstanding amount on the revolving
credit facility with The Northern Trust
Company in November 2023 and
entered into a one year secured
revolving facility agreement with The
Bank of Nova Scotia, London Branch.
The Board anticipates that an
amendment and restatement
agreement will be entered into with
The Bank of Nova Scotia, London
Branch on the expiration of the
existing facility.
The Manager manages the relationship
with the Company's lender and reports
to the Board at each meeting as and
when required for renewals of terms or
negotiation of loan covenants. The
Manager provides a monthly statement
of compliance of the loan covenants to
the lender.
Availability of funding and liquidity are
key to the Company’s ability to take
advantage of investment opportunities
as they arise.
Lender
Further details of the ESG practices
and the ESG policy can be found in the
Investment Approach and Process
section of this report.
The Board receives regular reports
from its Manager and briefings from
its corporate broker, auditors and the
industry trade body (the Association of
Investment Companies (“AIC”)) on
changes to regulations which could
impact the Company and its industry.
Directors also attend AIC events to
keep up to date with industry trends
and investor sentiment.
Whilst strong long-term investment
performance is essential for an
investment trust, the Board recognises
that to provide an investment vehicle
that is sustainable over the long term,
both it and the Investment Manager
must have regard to ethical and
environmental issues that impact
society. Hence ESG considerations are
integrated into the Investment
Manager’s investment process and will
continue to evolve.
Wider society
and the
environment
The Board engages with the
Investment Manager at each Board
meeting in respect of its ESG
considerations on existing and new
investments.
30
International Biotechnology Trust plc
Business Review
continued
Examples of stakeholder consideration during the year
The Directors were particularly mindful of stakeholder considerations in
reaching the following key decisions during the year ended 31 August
2024:
•
The transition to the new Manager which included, with effect
from 20 November 2023, the appointment of Schroder Unit
Trusts Limited as the Company’s Alternative Investment Fund
Manager, the termination of the depositary agreement with
Northern Trust Company and the appointment of HSBC Bank plc
as depositary whilst Schroder Investment Management Limited
was appointed as the Company Secretary.
•
The agreement with Schroder Unit Trusts Limited to waive the
management fee for the six months following 20 November 2023
to offset the costs associated with the transition.
•
Following the transition to Schroders, the agreement with SV
Health Managers LLP, to continue to provide advice on the
current private equity exposure, primarily in the two venture
capital funds SV Fund VI and SV BCOF.
•
At the AGM in December 2023, shareholders voted by 99.9% in
favour of continuation of the Company.
•
The maintenance of the Company’s dividend policy, subject to
shareholder consent, in accordance with which the first interim
dividend for the financial year of 13.9 pence per share was paid
on 26 January 2024, and the second interim dividend of
14.5 pence per share was paid to shareholders on the register on
26 July 2024 on 23 August 2024.
•
Following consideration of Board succession planning, the
appointment of Alexa Henderson as a new non-executive
Director and Audit Chair designate with effect from 1 January
2025, to succeed Caroline Gulliver who will step down from the
Board after a short hand over to Ms Henderson.
•
Continuing the Company’s commitment to buying back shares to
help manage the share price discount to NAV. During the year
under review 2,483,273 shares were bought back and placed in
treasury to be reissued when the share price returns to a
premium.
•
The repayment of the lending facility with Northern Trust which
was replaced with a £55 million secured revolving credit facility
provided by The Bank of Nova Scotia, London Branch.
International Biotechnology Trust plc
31
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
Corporate and social responsibility
The Board recognises the Company’s responsibilities with respect to
corporate and social responsibility and engages with its outsourced
service providers to safeguard the Company’s interests. As part of this
ongoing monitoring, the Board receives reporting from its service
providers with respect to their: anti-bribery and corruption policies;
Modern Slavery Act 2015 statements; diversity policies; financial crime
policies; and greenhouse gas and energy usage reporting.
Diversity policy
The Board has adopted a diversity and inclusion policy. Appointments
and succession plans will always be based on merit and objective
criteria and, within this context, the Board seeks to promote diversity
of gender, social and ethnic backgrounds, cognitive and personal
strengths. The Board will encourage any recruitment agencies it
engages to find a range of candidates that meet the objective criteria
agreed for each appointment. Candidates for Board vacancies are
selected based on their skills and experience, which are matched
against the balance of skills and experience of the overall Board
taking into account the criteria for the role being offered.
Statement on Board diversity – gender and ethnic
background
The Board has made a commitment to consider diversity when
reviewing the composition of the Board and notes the Listing Rule
requirements regarding the targets on board diversity:
•
at least 40% of individuals on the Board are women;
•
at least one senior Board position is held by a woman; and
•
at least one individual on the Board is from a minority ethnic
background.
The FCA defines senior board positions as Chairman, Chief Executive
Officer (“CEO”), Chief Financial Officer (“CFO”) or Senior Independent
Director (“SID”). As an investment trust with no executive officers, the
Company has no CEO or CFO. In the Annual Report for the year
ended 31 August 2023, the Board determined the senior board
positions to be the Chair of the Board and the SID. However, following
a review, by the Nomination Committee, which took into account the
approach of other investment trusts, for the year ended 31 August
2024, the Board has reflected the senior positions of the Chair of the
Board, the Chair of the Audit Committee and the SID in its diversity
tables.
The Board has chosen to align its diversity reporting reference date
with the Company’s financial year end and proposes to maintain this
alignment for future reporting periods. The following information
has been provided by each Director through the completion of
a questionnaire.
As at 31 August 2024, the Company met all of the criteria in relation
to the number of women on the Board, for at least one senior board
position to be held by a woman and for at least one individual on the
Board to be from a minority ethnic background. There have been no
changes since 31 August 2024 to the date of publication of the
Annual Report and Financial Statements.
The below tables set out the gender and ethnic diversity composition
of the Board as at 31 August 2024 and at the date of this report.
Gender identity
Number
of
Number
of
Percentage
senior
Board
of the
positions
on
members
Board
the
Board
Men
2
40
1
Women
3
60
2
Not specified/prefer not
to say
–
–
–
Not specified/prefer not to say
–
–
–
Ethnic background
Number
of
Number
of
Percentage
senior
Board
of the
positions
on
members
Board
the
Board
White British or other White
(including minority-white
groups)
4
80
3
Mixed/Multiple Ethnic Groups
–
–
–
Asian/Asian British
–
–
–
Black/African/Caribbean/Black
British
1
20
–
Other ethnic group, including
Arab
–
–
–
Not specified/prefer not to say
–
–
–
Financial crime policy
The Company continues to be committed to carrying out its business
fairly, honestly and openly, and operates a financial crime policy,
covering bribery and corruption, tax evasion, money laundering,
terrorist financing and sanctions, as well as seeking confirmations
that the Company’s service providers’ policies are operating soundly.
Modern Slavery Act 2015
As an investment trust, the Company does not provide goods or
services in the normal course of business and does not have
customers. Accordingly, the Directors consider that the Company is
not required to make any slavery or human trafficking statement
under the Modern Slavery Act 2015.
Climate
Greenhouse gas emissions and energy usage
As the Company outsources its operations to third parties, it has no
significant greenhouse gas emissions and energy usage to report.
Taskforce for Climate-Related Financial Disclosures
(“TCFD”)
Investment trusts are currently exempt from the TCFD. The Board will
continue to monitor the situation. However, the Company’s Manager
produces an annual product level disclosure consistent with the TCFD
which can be found here:
https://mybrand.schroders.com/m/76b847c927542267/original/TCFD-
GB98831M-International-Biotechnology-Trust-PLC-Active-
20231231.pdf
32
International Biotechnology Trust plc
Business Review
continued
Principal and emerging risks and uncertainties
The Board, through its delegation to the Audit Committee, is responsible for the Company’s system of risk management and internal control
and for reviewing its effectiveness. The Board has adopted a detailed matrix of principal risks affecting the Company’s business as an
investment trust and has established associated policies and processes designed to manage and, where possible, mitigate those risks, which
are monitored by the Audit Committee on an ongoing basis. This system assists the Board in determining the nature and extent of the risks it is
willing to take in achieving the Company’s strategic objectives.
Risk assessment and internal controls review by the Board
Risk assessment includes consideration of the scope and quality of the systems of internal control operating within key service providers, and
ensures regular communication of the results of monitoring by such providers to the Audit Committee, including the incidence of significant
control failings or weaknesses that have been identified at any time and the extent to which they have resulted in unforeseen outcomes or
contingencies that may have a material impact on the Company’s performance or condition.
Although the Board believes that it has a robust framework of internal controls in place this can provide only reasonable, and not absolute,
assurance against material financial misstatement or loss and is designed to manage, not eliminate, risk.
Both the principal risks and uncertainties and the monitoring system are also subject to robust review at least annually. The last assessment
took place in October 2024. As part of this review, a number of changes to the Company’s matrix of principal risks were agreed which included
simplifying the risk categories into which the Company’s risks are divided. The table below sets out the categories into which the Company’s
risks are now divided being strategic, performance/investment and operational/service provider. It was also considered appropriate to remove
the risk relating to the Company’s continuation vote which was included as a principal risk for the year ended 31 August 2023 as the Company
was subject to a continuation vote at the AGM in December 2023, shortly after the transition to Schroders. The vote was passed with 99.9% of
the vote in favour of the continuation of the Company. The next continuation vote will not be proposed to shareholders until the AGM to be held
in 2025 and this is not therefore considered a principal risk for the year ended 31 August 2024.
During the year, the Board discussed and monitored a number of risks which could potentially impact the Company’s ability to meet its strategic
objectives. The Board receives updates from the Investment Manager, Company Secretary and other service providers on emerging risks that
could affect the Company. The Board was mindful of the evolving global environment during the year and the risks particularly posed by volatile
markets and geopolitical uncertainty including US-China tensions and the impending US election. However, these are not factors which explicitly
impact the Company’s performance although they could exacerbate existing risks. Where relevant these have been incorporated in the table
below.
The Board considered in detail whether there were any material emerging risks and has included the development of artificial intelligence as an
emerging risk in the table below.
No significant control failings or weaknesses were identified from the Audit Committee’s ongoing risk assessment throughout the financial year
and up to the date of this report. The Board is satisfied that it has undertaken a detailed review of the risks facing the Company and that the
internal control environment continues to operate effectively.
The Board considers that the risks set out in the table below are the principal risks currently facing the Company to deliver its strategy together
with those actions taken by the Board and, where appropriate, its committees, to manage and mitigate those risks. The “Change” column on the
right highlights at a glance the Board’s assessment of any increases or decreases in risk during the year after mitigation and management. The
arrows in the change column show the risks as increased or decreased or unchanged.
Risk
Mitigation and management
Change
Strategic
The appropriateness of the Company’s investment
mandate and the long-term investment strategy is
periodically reviewed by the Board and the success of the
Company in meeting its stated objectives is monitored.
The Board holds a strategy meeting each year to consider
the investment objective and policy and the Company’s
longer term investment strategy.
Investment strategy
The investment strategy may, if inappropriate, result in
negative investor sentiment, leading to a reduction in the
share price and the Company underperforming the
market and/or its peer group companies.
The Portfolio Managers update the Board monthly and at
each scheduled Board meeting on issues pertinent to the
portfolio and the biotechnology sector generally, including
the political landscape and expected future drivers.
The Board reviews the global factors which may affect
investor appetite, including US/China tensions, conflicts in
Ukraine and the Middle East, and legislation concerning
Medicare and drug pricing in the United States. These
may persist as issues that could potentially have a
negative impact on the biotechnology and healthcare
sectors.
Investor appetite
A loss of investor appetite for investment in the
biotechnology sector as a result of political conditions,
including US Food and Drug Administration and Federal
Trade Commission policy, might materially affect the
ability of the Company to achieve its objective and reduce
demand for the Company’s shares, leading to a wide
discount.
International Biotechnology Trust plc
33
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
Risk
Mitigation and management
Change
Performance/investment
Macro factors
The Company’s returns are affected by changes in
economic, financial and corporate conditions, which
can cause market and exchange rate fluctuations.
A significant fall in US equity markets is likely to adversely
affect the value of the Company’s portfolio.
The biotechnology sector has its own specific risks
leading to higher volatility than the broader equity market
indices.
In addition, the Financial Statements and performance of
the Company are denominated in sterling because the
Company is a UK company listed on the London Stock
Exchange. However, the majority of the Company’s assets
are denominated in US dollars (“$”). Accordingly, the total
return and capital value of the Company’s investments
can be significantly affected by movements in foreign
exchange rates.
The Portfolio Managers consider carefully the portfolio
composition by size of company, development stage and
therapeutic area and adjusts accordingly. The Board is
also supportive of the Portfolio Managers’ approach of
reducing exposure to companies with imminent binary
events such as a readout of data from a clinical trial.
The Portfolio Managers provide regular reports to the
Board on general economic conditions as well as portfolio
activity, strategy and performance, including risk
monitoring. The reports are discussed in detail at Board
Meetings, which are all attended by the Portfolio
Managers, to allow the Board to monitor the
implementation of the investment strategy and process.
The share price relative to the NAV per share is kept
under review as a key performance indicator and is
considered against the Company’s peers on a regular
basis. The Board has implemented a robust share
buyback and issuance policy which has been used
consistently during the year under review with
2,483,273 shares being repurchased to be held in
treasury. The use of the buy back authority is reviewed
regularly.
Proactive engagement with shareholders takes place via
the AGM, feedback from shareholder presentations, and
ad hoc meetings with members of the Board.
The Manager provides a dedicated, experienced
investment trust marketing team together with PR
resource. The Manager and corporate broker monitor
market feedback and the Board considers this at each
quarterly meeting.
Share price performance
Share price performance may consistently lag NAV
performance leading to wide and persistent discount to
NAV.
The consideration of climate change risks and ESG factors
is integrated into the investment process and reported at
Board meetings. The ESG policy is set out in the Strategic
Review. The Company uses data gathered by
Sustainalytics to monitor the compliance of its quoted
portfolio with an accepted set of ESG standards.
ESG considerations
The Board recognises that a responsible and proactive
approach to ESG related factors can positively impact the
performance and success of its portfolio companies and
the Company. A failure to focus sufficiently on ESG
matters may not promote the Company to shareholders
in a way that generates investor demand.
34
International Biotechnology Trust plc
Business Review
continued
Risk
Mitigation and management
Change
Operational/service provider
Emerging
A full analysis of the financial risks facing the Company is set out in note 19 to the Financial Statements on pages 77 to 85.
Oversight of service providers
Inadequate performance of service providers could lead
to poor performance and/or exposure to a number of
financial, regulatory and business risks.
Service providers may terminate their services if they
deem the company to no longer fit their business model.
The Board receives reports from the Manager and
Investment Manager on its internal controls and risk
management throughout the year, including those
relating to cybersecurity, and receives assurances from all
its other significant service providers on at least an annual
basis.
The Management Engagement Committee reviews the
performance of key service providers at least annually.
The Manager and Investment Manager also monitor
closely the control environments and quality of services
provided by third parties, including those of the
Depositary, through service level agreements and regular
meetings.
Directors are invited to an annual internal controls
briefing session, hosted by the Manager in respect of the
internal controls of the Company’s key service providers
including the Company’s depositary and custodian, HSBC,
the Company’s registrar, Equiniti, and Schroders Group
Internal Audit team.
Experienced service providers are appointed by the
Company subject to due diligence processes and clearly
documented contractual arrangements which include
agreed service level specifications and notice periods for
terminations.
Further details of the internal controls which are in place
are set out in the Audit Committee’s Report on pages 43
to 46.
Information technology, resilience and security
Cyber risk such as fraud, sabotage or crime perpetrated
against the Company or any of its third party service
providers could result in data theft, service disruption and
reputational damage.
Cybersecurity is closely monitored by the Audit
Committee as part of the review of the internal controls of
its service providers.
Schroders IT security team presents to the Directors on
the Manager’s cybersecurity controls as part of the
annual internal controls briefing session hosted by
Schroders.
Artificial Intelligence (“AI”)
Whilst there are opportunities and benefits associated with the development of AI, and a risk of not embracing these opportunities and
benefits, the development of AI presents potential risks to businesses in almost every sector. The extent of the risk presented by AI is
extremely hard to assess at this point but the Board considers that it is an emerging risk and together with the Manager and Investment
Manager will monitor developments in this area.
International Biotechnology Trust plc
35
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
Viability Statement
The Directors have assessed the viability of the Company over
a five year period, taking into account the Company’s position at
31 August 2024 and the potential impact of the principal risks and
uncertainties it faces for the review period. The Directors have
assessed the Company’s operational resilience and they are satisfied
that the Company’s outsourced service providers will continue to
operate effectively, following the implementation of their business
continuity plans.
The Board believes that a period of five years reflects a suitable time
horizon for strategic planning, taking into account the investment
policy, liquidity of investments, payment of commitments, potential
impact of economic cycles, nature of operating costs, dividends and
availability of funding. This time period also reflects the average
holding period of an investment.
In its assessment of the viability of the Company, the Directors have
considered each of the Company’s principal and emerging risks and
uncertainties detailed on pages 32 to 34.
The Board has assumed that the business model of a closed ended
investment company, as well as the Company’s investment objective,
will continue to be attractive to investors. The Directors also
considered the beneficial tax treatment the Company is eligible for as
an investment trust. If changes to these taxation arrangements were
to be made it would affect the viability of the Company to act as an
effective investment vehicle.
The viability of the Company in the event of a severe fall in market
prices has been considered by the Board in the form of a stress test.
The Board concluded that it would expect to be able to ensure the
financial stability of the Company as a consequence of a diversified
portfolio of (primarily) listed and realisable assets. Note 19 to the
Financial Statements, sets out other factors also considered by the
Board including price risk (the sensitivity of the value of shareholders’
funds to changes in the fair value of the Company’s investments),
foreign currency sensitivity (the sensitivity to changes in key exchange
rates to which the portfolio is exposed) and interest rate sensitivity
(the sensitivity to changes in the interest rate charged on the
Company’s secured credit facility).
Whilst the Company’s Articles of Association require that a proposal
for the continuation of the Company be put forward at the AGM in
2025 and every other year thereafter, the Directors have no reason to
believe such a resolution would not be passed by shareholders.
The Directors have also considered the Company’s income and
expenditure projections and the fact that the Company’s investments
primarily comprise readily realisable securities which can be sold to
meet funding requirements if necessary. Based on the Company’s
processes for monitoring operating costs, the Board’s view that the
Manager has the appropriate depth and quality of resource to
achieve superior returns in the longer term, the portfolio risk profile,
limits imposed on gearing, counterparty exposure, liquidity risk and
financial controls, the Directors have concluded that there is
a reasonable expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the five year
period of their assessment.
Going concern
The Directors have assessed the principal risks, the impact of the
emerging risks and uncertainties and the matters referred to in the
viability statement. Based on the work the Directors have performed,
they have not identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast significant
doubt on the Company’s ability to continue as a going concern for the
period assessed by the Directors, which is at least 12 months from
the date the Financial Statements were authorised for issue.
By order of the Board
Schroder Investment Management Limited
Company Secretary
4 November 2024
36
Governance
Schroder
Asian Total Return Investment Company plc
37
Governance
Board of Directors
38
Directors’ Report
40
Audit Committee Report
43
Management Engagement Committee Report
47
Nomination Committee Report
48
Directors’ Remuneration Report
50
Statement of Directors’ Responsibilities
54
Gillian Elcock
Independent non-executive
Director and Chair of the
Nomination Committee
Length of service: 1 year – appointed
a non-executive Director in February 2023
and Chair of the Nomination Committee in
December 2023.
Experience: Gillian Elcock has extensive
asset management and investment research
experience. She is the founder of Denny
Ellison, an independent investment research
and training company, and was its managing
director for ten years. Prior to this, she
worked as an equity research analyst for
several years at Putnam Investments and
Insight Investment.
Gillian is a non-executive Director of Melrose
Industries PLC, STS Global Income & Growth
Trust plc, Octopus Apollo VCT plc and 25 X 25
Ltd. She is also a member of the board of the
CFA Society of the UK. She holds an MBA
from the Harvard Business School and MEng
and BSc degrees from the Massachusetts
Institute of Technology.
Contribution: The Nomination Committee
has reviewed the contribution of Gillian in
light of her proposed re-election, and
concluded that her extensive asset
management and investment research
experience means she is able to bring
significant insight to the Board’s decision
making and broadens the Board’s overall
expertise.
Committee membership: Audit,
Management Engagement and Nomination
(Chair) Committees
Remuneration for the year ended
31 August 2024: £38,221, inclusive of a
one-off fee of £7,500 following completion of
the transition to Schroders.
Number of shares held: 1,407
38
International Biotechnology Trust plc
Board of Directors
Shareholdings are as at 4 November 2024, full details of Directors’ shareholdings are set out in the Directors’ Remuneration Report on page 50.
Kate Cornish-Bowden
Independent non-executive Chair
and Chair of the Management
Engagement Committee
Length of service: 4 years – appointed
a non-executive Director in May 2020, Senior
Independent Director in December 2021 and
Chair of the Board and Management
Engagement Committee in December 2022.
Experience: Kate Cornish-Bowden is
a non-executive Director of Finsbury Growth
& Income Trust plc, CC Japan Income &
Growth Trust plc where she is Chair of the
Audit Committee and European Assets Trust
PLC of which she is also the SID and Chair of
the Remuneration and Nomination
Committees. Kate was formerly a
non-executive Director of Schroder Oriental
Income Fund Limited, Calculus VCT plc and
Scancell Holdings plc.
Kate worked for 12 years as a fund manager
for Morgan Stanley Investment Management,
where she was managing director and head
of the global equity team. Prior to Morgan
Stanley she worked as a research analyst at
M&G. Kate is a member of the Chartered
Financial Analyst Institute (“CFA”), holds a
Masters in Business Administration (“MBA”),
and has completed the Financial Times
Non-Executive Director Diploma.
Contribution: The Nomination Committee
has reviewed the contribution of Kate in light
of her proposed re-election, and concluded
that her extensive experience in fund
management and as a non-executive
Director on other investment trust boards
enables her to bring valuable insight to the
Board’s deliberations. In addition, she chairs
the Company expertly, fostering a
collaborative engagement between the
Board and Manager while ensuring that
meetings remain focused on the key areas
relevant to stakeholders.
Committee membership: Audit,
Management Engagement (Chair), and
Nomination Committees
Remuneration for the year ended
31 August 2024: £59,185, inclusive of a
one-off fee of £14,685 following completion
of the transition to Schroders.
Number of shares held: 12,500
Caroline Gulliver
Independent non-executive
Director and Chair of the Audit
Committee
Length of service: 9 years – appointed
a non-executive Director in April 2015 and
Chair of the Audit Committee in July 2016.
Experience: Caroline Gulliver spent a
25 year career with Ernst & Young LLP, from
where she retired in 2012 to pursue other
interests including non-executive
directorship positions. She is a Chartered
Accountant with a background in the
provision of audit and advisory services to
the asset management industry, with a
particular focus on investment trusts. She is
also a non-executive Director and Audit
Committee Chair of JPMorgan Global
Emerging Markets Income Trust plc, abrdn
European Logistics Income PLC and MIGO
Opportunities Trust plc.
Contribution: The Nomination Committee
has reviewed the contribution of Caroline in
light of her proposed re-election at the
forthcoming AGM, and assessed that she
continues to chair the Audit Committee
expertly, as well as bringing to the Board her
extensive audit experience and knowledge of
the governance of investment companies.
Committee membership: Audit (Chair),
Management Engagement and Nomination
Committees
Remuneration for the year ended
31 August 2024: £43,125, inclusive of a
one-off fee of £8,625 following completion of
the transition to Schroders.
Number of shares held: 12,000
International Biotechnology Trust plc
39
Other Information (Unaudited)
Introduction
Strategic Report
Governance
Financial
Patrick Maxwell, CBE
Independent non-executive
Director
Length of service: 2 years – appointed
a non-executive Director in January 2022.
Experience: Patrick Maxwell is Regius
Professor of Physic and Head of the School
of Clinical Medicine at the University of
Cambridge. As a clinician scientist he has
been centrally involved in a series of
discoveries that have revealed how changes
in oxygenation are sensed, and how genetic
alterations cause kidney disease.
Patrick is a Fellow of the Royal College of
Physicians and the Academy of Medical
Sciences, Director of Cambridge University
Health Partners and a non-executive Director
of Cambridge University Hospitals and
Scottish Mortgage Investment Trust plc.
Patrick holds a BA from Oxford, MB BS from
the University of London, DPhil from Oxford
and is on the General Medical Council’s
Specialist Register for Nephrology and
General (Internal) Medicine.
Contribution: The Nomination Committee
has reviewed the contribution of Patrick in
light of his proposed re-election, and has
concluded that the specialist knowledge he
brings is invaluable to the Board and
contributes to the Company’s long-term
success.
Committee membership: Audit,
Management Engagement and Nomination
Committees
Remuneration for the year ended
31 August 2024: £37,500, inclusive of a
one-off fee of £7,500 following completion of
the transition to Schroders.
Number of shares held: 3,725
Shareholdings are as at 4 November 2024, full details of Directors’ shareholdings are set out in the Directors’ Remuneration Report on page 50.
Patrick Magee
Independent non-executive
Director and Senior Independent
Director
Length of service: 4 years – appointed
a non-executive Director in May 2020 and
Senior Independent Director in December
2022.
Experience: Patrick Magee has extensive
experience in M&A, capital markets and
corporate broking across various sectors. He
joined the British Business Bank as Chief
Operating Officer in September 2014 and
became its Chief Commercial Officer in June
2017. Prior to this, Patrick worked at the
Shareholder Executive from June 2012 to
October 2014. Before joining the
Shareholder Executive, he was a managing
director of corporate finance at JP Morgan
Cazenove, having worked at the predecessor
firms for almost 18 years.
Patrick has an MBA from Georgetown
University, Washington DC and an LLB from
Queen’s University Belfast.
Patrick is currently a member of the
Investment Committee at Queen’s University
Belfast, a non-executive Director of Edge
Future Capital Ltd, Allica Bank Ltd and
PowerRoll Ltd. He is also a non-executive
member of the NI Civil Service Board.
Contribution: The Nomination Committee
has reviewed the contribution of Patrick in
light of his proposed re-election, and has
concluded that his long standing experience
in M&A, capital markets and venture capital
means that he is well placed to bring strong
business insight and market experience to
the Board, contributing to driving the
business forward.
Committee membership: Audit,
Management Engagement and Nomination
Committees
Remuneration for the year ended
31 August 2024: £40,000, inclusive of a
one-off fee of £8,000 following completion of
the transition to Schroders.
Number of shares held: 11,500
40
International Biotechnology Trust plc
Directors’ Report
The Directors submit their report and the audited Financial
Statements of the Company for the year ended 31 August 2024.
Corporate governance statement
The Company is committed to high standards of corporate
governance and has implemented a framework for corporate
governance which it considers to be appropriate for an investment
trust.
The Financial Conduct Authority (“FCA”) requires all UK listed
companies to disclose how they have applied the principles and
complied with the provisions of the UK Corporate Governance Code
2018 (the “UK Code”) issued by the Financial Reporting Council (“FRC”).
The UK Code is available on the FRC’s website: www.frc.org.uk.
The Company is a member of the Association of Investment
Companies (“AIC”), which has published its own Code of Corporate
Governance to recognise the special circumstances of investment
trusts (www.theaic.co.uk) as endorsed by the FRC. The Board has
considered the principles and provisions of the AIC Code of Corporate
Governance 2019 (the “AIC Code”), which addresses those set out in
the UK Code, as well as setting out additional provisions on issues
that are of specific relevance to the Company as an investment trust.
The AIC Code also includes an explanation of how the principles and
provisions set out in the UK Code are adapted to make them relevant
for investment companies.
The Board considers that reporting against the principles and
provisions of the AIC Code provides more relevant information to
shareholders.
The Board confirms that the Company has complied throughout the
year under review with the relevant provisions of the UK Code and the
principles and provisions of the AIC Code except as set out below.
The UK Code includes provisions relating to:
–
the role of the chief executive;
–
executive Directors’ remuneration;
–
the need for an internal audit function;
–
the Chair of the Board not being a member of the Audit
Committee; and
–
the requirement to establish a Remuneration Committee.
The Board considers that these provisions are not relevant to the
Company as an externally managed investment company.
Furthermore, all of the Company’s day-to-day management and
administrative functions are outsourced to third parties and the
Company has no executive Directors, employees or internal
operations. The Company has not therefore reported further in
respect of these provisions.
The Nomination Committee fulfils the function of the Remuneration
Committee and considers any change in the Directors’ remuneration
policy. A separate committee has not therefore been established. As
permitted under the AIC Code, the Chair is a member of the Audit
Committee. An explanation as to why this is considered appropriate is
set out in the Audit Committee Report on page 43.
Directors and officers
Chair
The Chair is an independent non-executive Director who is
responsible for leadership of the Board and ensuring its effectiveness
in all aspects of its role. The Chair’s significant commitments are
detailed on page 38. She has no conflicting relationships.
Senior Independent Director (“SID”)
The SID acts as a sounding board for the Chair, meets with major
shareholders as appropriate, provides a channel for any shareholder
concerns regarding the Chair and takes the lead in the annual
evaluation of the Chair by the independent Directors.
Company Secretary
With effect from 20 November 2023, Schroder Investment
Management Limited (“SIM”) was appointed as Company Secretary, in
place of Link Company Matters Limited. SIM provides company
secretarial support to the Board with responsibility for assisting the
Chair with Board meetings and advising the Board with respect to
governance. The Company Secretary also manages the relationship
with the Company’s service providers, except for the Manager.
Shareholders wishing to lodge questions in advance of the AGM are
invited to do so by writing to the Company Secretary at the address
given on the back cover or by email:
amcompanysecretary@schroders.com.
Role and operation of the Board
The Board of Directors, listed on pages 38 and 39 is the Company’s
governing body; it sets the Company’s strategy and is collectively
responsible to shareholders for its long term success. The Board is
responsible for appointing and subsequently monitoring the activities
of the Manager and other service providers to ensure that the
investment objective of the Company continues to be met. The Board
also ensures that the Manager adheres to the investment restrictions
set by the Board and acts within the parameters set by it in respect of
any gearing. The Business Review on pages 25 to 35 sets out further
detail of how the Board reviews the Company’s strategy, risk
management and internal controls and also includes other
information required for the Directors’ Report, and is incorporated by
reference.
A formal schedule of matters specifically reserved for decision by the
Board has been defined and a procedure adopted for Directors, in
the furtherance of their duties, to take independent professional
advice at the expense of the Company.
The Chair ensures that all Directors receive relevant management,
regulatory and financial information in a timely manner and that they
are provided, on a regular basis, with key information on the
Company’s policies, regulatory requirements and internal controls.
Five Board meetings are usually scheduled each year and the Board
receives and considers reports regularly from the Manager and other
key advisers, and ad hoc reports and information are supplied to the
Board as required.
The Board is satisfied that it is of sufficient size with an appropriate
balance of diverse skills and experience, independence and
knowledge of the Company, its sector, and the wider investment trust
industry, to enable it to discharge its duties and responsibilities
effectively and that no individual or group of individuals dominates
decision making.
The Board has approved a policy on Directors’ conflicts of interest.
Under this policy, Directors are required to disclose all actual and
potential conflicts of interest to the Board as they arise for
consideration and approval. The Board may impose restrictions or
refuse to authorise such conflicts if deemed appropriate. No Directors
have any connections with the Manager, shared directorships with
other Directors or material interests in any contract which is
significant to the Company’s business.
International Biotechnology Trust plc
41
Other Information (Unaudited)
Introduction
Strategic Report
Governance
Financial
Committees
In order to assist the Board in fulfilling its governance responsibilities,
it has delegated certain functions to Committees. The roles and
responsibilities of these Committees, together with details of work
undertaken during the year under review, are outlined over the next
few pages.
The reports of the Audit Committee, Nomination Committee and
Management Engagement Committee are incorporated, and form
part of, the Directors’ Report. Each Committee’s effectiveness was
assessed, and judged to be satisfactory, as part of the Board’s annual
review of the Board and its Committees.
Key service providers
The Board has adopted an outsourced business model and has
appointed the following key service providers:
Manager
The Company is an Alternative Investment Fund as defined by the
AIFM Directive and with effect from 20 November 2023, appointed
Schroder Unit Trusts Limited (“SUTL”) as the Manager in accordance
with the terms of an Alternative Investment Fund Manager (“AIFM”)
agreement. Prior to 20 November 2023, SV Health Managers LLP
(“SV Health”) was the Company’s AIFM and Fund Manager. Further
details of the fee arrangements with SV Health are included in the
Directors’ Report and notes 4 and 22 to the Financial Statements on
pages 41, 78, 86 and 87 of the Annual Report for the year ended
31 August 2023.
The AIFM agreement entered into with SUTL, dated 3 November
2023, which is governed by the laws of England and Wales, can be
terminated by either party on six months’ notice or on immediate
notice in the event of certain breaches or the insolvency of either
party. As at the date of this report, no such notice had been given by
either party.
SUTL is authorised and regulated by the FCA and provides portfolio
management, risk management, accounting and company secretarial
services to the Company under the AIFM agreement. The Manager
also provides general marketing support for the Company and
manages relationships with key investors, in conjunction with the
Chair, other Board members or the corporate broker, as appropriate.
The Manager has delegated investment management, administrative,
accounting and company secretarial services to another wholly
owned subsidiary of Schroders plc, SIM, which delegates certain
accounting and administrative services to HSBC Securities Services
(UK) Limited. The Company Secretary has an independent reporting
line to the Manager and distribution functions within Schroders. The
Manager has in place appropriate professional indemnity cover.
Fees payable to the Manager
The Manager waived its management fee for the first six months of
appointment, from 20 November 2023, to offset the costs associated
with the mandate transition. Following the expiry of this period, under
the terms of the AIFM agreement, the Manager is entitled to a
management fee on the Company’s quoted portfolio of 0.7% per
annum.
A performance fee is payable amounting to 10% of any relative
outperformance of the quoted portfolio above the Reference Index
plus a hurdle rate of 0.5%. The performance fee is subject to a cap of
1.25% of net assets and payable only when the NAV per share has
increased over the period.
The management fee payable in respect of the year ended 31 August
2024 to SUTL amounted to £498,000 (2023: nil). The management fee
payable in respect of the year ended 31 August 2024 through
unquoted funds to SV Health was £691,000 (2023: £791,000) and the
management fee paid directly to SV Health was £799,000 (2023:
£1,810,000). A performance fee of £904,000 was payable for the year
ended 31 August 2024 (2023: £514,000). Of the £904,000 payable,
£693,000 was outstanding to SUTL and £35,000 to SV Health. SV
Health also received a performance fee of £176,000 before the
change of Manager.
The Manager is also entitled to receive a fee for providing
administration, accounting and company secretarial services to the
Company. For those services, it receives an annual fee of £100,000.
The administration fee payable to SUTL, for the year ended 31 August
2024, in respect of the period from appointment on 20 November
2023, was £78,000.
Details of all amounts payable to the Manager are set out in note 18
on page 77.
The Management Engagement Committee has reviewed the
performance of the Manager, since appointment on 20 November
2023, during the year under review and continues to consider that it
has the appropriate depth of resource to deliver above average
returns over the longer term and that the continuing appointment of
the Manager on the terms agreed remains in the best interests of
shareholders as a whole.
Advisers to the unquoted portfolio
In accordance with an agreement dated 2 November 2023, between
the Company, the AIFM and SV Health, subsequently amended and
restated on 2 July 2024, SV Health was appointed to provide services in
relation to the Company’s unquoted portfolio in consideration for
payment of a performance fee on the same terms as previously set
out in the Directors’ Report on page 41 of the Annual Report for the
year ended 31 August 2023.
The appointment of SV Health is terminable by 12 months’ notice from
the Company, the AIFM or SV Health.
As noted above, a performance fee of £176,000 was paid to SV Health
before the change of Manager and £35,000 (2023: £514,000) was
outstanding to SV Health for the year ended 31 August 2024.
Depositary
With effect from 20 November 2023, HSBC Bank plc, which is
authorised by the Prudential Regulation Authority (“PRA”) and
regulated by the FCA and the PRA, was appointed to carry out certain
duties of a depositary specified in the AIFM Directive including, in
relation to the Company, as follows:
–
safekeeping of the assets of the Company which are entrusted to
it;
–
cash monitoring and verifying the Company’s cash flows; and
–
oversight of the Company and the Manager.
The Company, the Manager and the depositary may terminate the
Depositary Agreement at any time by giving 90 days’ notice in writing.
The depositary may only be removed from office when a new
depositary is appointed by the Company.
Prior to 20 November 2023, the Northern Trust Company, London
branch was the depositary.
Registrar
Equiniti Limited (“Equiniti”) has been appointed as the Company’s
registrar. Equiniti’s services to the Company include share register
maintenance (including the issuance, transfer and cancellation of
shares as necessary), acting as agent for the payment of any
dividends, management of company meetings (including the
42
International Biotechnology Trust plc
Directors’ Report
continued
registering of proxy votes and scrutineer services as necessary),
handling shareholder queries and correspondence and processing
corporate actions.
Share capital and substantial share interests
During the year under review, the Company repurchased a total of
2,483,273 shares which were placed in treasury. As at 31 August 2024,
the Company had 41,383,817 ordinary shares in issue of which
4,548,907 were held in treasury.
As at 1 November 2024, the Company had 41,383,817 ordinary shares
of 25p in issue. 4,935,511 shares were held in treasury. Accordingly,
the total number of voting rights in the Company as at 1 November
2024 were 36,448,306. Details of changes to the Company’s share
capital during the year are given in note 15 to the Financial Statements
on page 75. All shares in issue rank equally with respect to voting,
dividends and any distribution on winding up.
The Board noted that the Company’s shareholders appreciated the
Board’s discount management. The Board agreed to request renewal
of the authorities to issue and buy back shares as described on
page 88.
The Company has received notifications in accordance with the FCA
Disclosure Guidance and Transparency Rule 5.1.2R of the following
interests in 3% or more of the voting rights attached to the Company’s
issued share capital.
The Company is reliant on investors to comply with these regulations,
and certain investors may be exempted from providing notifications.
As such, this should not be relied on as an exhaustive list of
shareholders holding above 3% or more of the Company’s voting
rights.
%
As at
of total
31 August
voting
2024
rights
Border to Coast Pensions Partnership
Limited
3,725,000
9.92
Charles Stanley Group Plc
1,871,013
4.99
There have been no changes notified since the year end.
Revenue, interim dividends and dividend
policy
The net revenue loss for the year, after finance costs and taxation, was
£3,496,000 (2023: loss of £3,870,000), equivalent to a revenue loss per
ordinary share of 9.16p (2023: loss of 9.53p).
Dividends are paid through two distributions in January and August of
each year and are paid out of capital reserves. The first interim
dividend for the year ended 31 August 2024 of 13.9p per share was
paid to shareholders on 26 January 2024 and the second interim
dividend of 14.5p was paid on 23 August 2024.
The Company’s dividend policy is to make dividend payments
equivalent to 4% of the Company’s closing NAV, as at the last day of
the preceding financial year (31 August), through two semi-annual
distributions. The dividend policy will be proposed for approval by
shareholders at the forthcoming AGM.
Provision of information to the auditors
The Directors, at the date of approval of this report, confirm that, so
far as each of them is aware, there is no relevant audit information of
which the Company’s auditors are unaware; and each Director has
taken all the steps that he or she ought to have taken as a Director in
order to make himself or herself aware of any relevant audit
information and to establish that the Company’s auditors are aware of
that information.
Directors’ attendance at meetings
Five Board meetings are usually scheduled each year to deal with
matters including: the setting and monitoring of investment strategy;
approval of borrowings and/or cash positions; review of investment
performance; the level of premium or discount of the Company’s
shares to NAV per share and promotion of the Company; and services
provided by third parties. Additional meetings of the Board are
arranged as required.
The number of scheduled meetings of the Board and its Committees
held during the financial year, and the attendance of individual
Directors, is shown in the following table. Whenever possible all
Directors attend the AGM.
Management
Nomination
Audit
Engagement
Director
Board
Committee
Committee
Committee
Kate Cornish-
Bowden (Chair)
5/5
1/1
3/3
1/1
Gillian Elcock
5/5
1/1
3/3
1/1
Caroline Gulliver
5/5
1/1
3/3
1/1
Patrick Magee
5/5
1/1
3/3
1/1
Patrick Maxwell
5/5
1/1
3/3
1/1
The Board is satisfied that the Chair and each of the other
non-executive Directors commit sufficient time to the affairs of the
Company to fulfil their duties.
Directors’ and officers’ liability insurance
and indemnities
Directors’ and officers’ liability insurance cover was in place for the
Directors throughout the year. The Company’s Articles of Association
provide, subject to the provisions of UK legislation, an indemnity for
Directors in respect of costs which they may incur relating to the
defence of any proceedings brought against them arising out of their
positions as Directors, in which they are acquitted or judgment is
given in their favour by the court. This is a qualifying third party
indemnity provision and was in place throughout the year under
review and to the date of this report.
By order of the Board
Schroder Investment Management Limited
Company Secretary
4 November 2024
International Biotechnology Trust plc
43
Other Information (Unaudited)
Introduction
Strategic Report
Governance
Financial
Audit Committee Report
The responsibilities and work carried out by the Audit Committee during the year under review are set out in this report. The duties and
responsibilities of the Committee, which include monitoring the integrity of the Company’s financial reporting and internal controls, are set out
in further detail below, and may be found in the terms of reference which are available on the Company’s web pages: https://www.ibtplc.com.
All Directors are members of the Committee, Caroline Gulliver acts as Chair. The AIC Code permits the Chair of the Board to be a member of the
audit committee of an investment trust. As the Board is small and consists of only five members, recognising Kate Cornish-Bowden’s significant
experience, it is considered appropriate for the Chair of the Board, who was independent on appointment, to be a member of the Committee.
The Board has satisfied itself that at least one of the Committee’s members has recent and relevant financial experience and that the Committee
as a whole has competence relevant to the sector in which the Company operates.
Risk
management
Internal
controls
Review of
external
auditors and
their work
Half Year
and Annual
Reports
Accounting
policies and
judgements
Approach
Risk management and internal
controls
Financial reports and valuation
Audit
Principal and emerging risks and
uncertainties
To establish a process for identifying,
assessing, managing and monitoring the
principal and emerging risks of the
Company and to explain how these are
managed or mitigated.
The Committee is responsible for
reviewing the adequacy and effectiveness
of the Company’s internal controls and
the whistleblowing procedures operated
by the AIFM and other services providers.
Financial Statements
To monitor the integrity of the Financial
Statements of the Company and any
formal announcements relating to the
Company’s financial performance and
valuation. To also review the Half Year
Report and Financial Statements.
Audit results
To discuss any matters arising from the
audit and recommendations made by the
auditors.
Going concern and viability
To review the position and make
recommendations to the Board in relation
to whether it considers it appropriate to
adopt the going concern basis of
accounting in preparing its Annual and
Half Year Report and Financial Statements
The Committee is also responsible for
reviewing the disclosures made by the
Company in the viability statement.
Auditors’ appointment, independence
and performance
To make recommendations to the Board,
in relation to the appointment,
reappointment, effectiveness and removal
of the external auditors, to review their
independence, and to approve their
remuneration and terms of engagement.
To review and agree the audit plan and
engagement letter.
44
International Biotechnology Trust plc
Audit Committee Report
continued
The Committee met three times during the year under review and the below table sets out how the Committee discharged its duties during the
year under review and up until the approval of this report.
Further details on attendance can be found on page 42. Significant issues identified during the year under review and key matters
communicated by the auditors during reporting are included below.
Application during the year
Audit
Financial reports and valuation
Risk management and internal
controls
Meetings with the auditors
The auditors attended meetings of the
Committee to present their audit plan and
the findings of the audit.
The Committee met the auditors without
representatives of the Manager present.
Calculation of the investment
management fee and performance fee
Consideration of methodology used to
calculate the fees, matched against the
criteria set out in the AIFM agreement and
the services agreement with SV Health.
Principal risks
Reviewed the principal and emerging risks
faced by the Company together with the
systems, processes and oversight in place
to identify, manage and mitigate these
risks.
Effectiveness of the independent
audit process and auditors’
performance
The effectiveness of the independent
audit firm and audit process was
evaluated prior to making a
recommendation to the Board that the
auditors should be re-appointed at the
forthcoming AGM. The Committee
evaluated the auditors’ performance
against agreed criteria including:
qualification; knowledge, expertise and
resources; independence policies;
effectiveness of audit planning; and
adherence to auditing standards. Overall
competence was also considered,
alongside feedback from the Manager on
the audit process. The professional
scepticism of the auditors during the
audit process was questioned and the
Committee was satisfied with the auditors’
replies.
Valuation and existence of
investments
The Company’s assets are principally
invested in quoted and unquoted equities.
The Committee reviewed internal control
reports from the AIFM in the year,
reporting on the systems and controls
around the pricing and valuation of
securities.
The Committee notes that quoted
investments are valued using stock
exchange prices provided by third party
financial data vendors, unless trading
volume would indicate that price is not
a reasonable valuation. In such cases, the
asset will be subject to fair value as if it
were an unquoted investment (when the
trading volume would indicate the price is
not a reliable valuation).
In respect of the unquoted investments,
the Committee reviews a report from the
advisers for the unquoted portfolio and
challenges the considerations and key
assumptions made where appropriate, to
ensure that the valuations are reasonable.
During the financial year, the Committee
also reviewed the process in place to
ensure the appropriate valuation of
unquoted investments on an ongoing
basis. The Committee has also considered
the work of the AIFM’s Fair Value Pricing
Committee, which takes inputs from the
Investment Manager.
Service provider controls
The operational controls maintained by
the Manager, administrator, depositary
and registrar were reviewed and included
consideration of:
– a summary, prepared by the AIFM,
following review of the internal controls
reports prepared bi-annually by HSBC in
respect of its European Traditional Fund
Services, Global Custody Services and
Information Technology Services
operations;
– a summary, prepared by the AIFM
following review, of the internal controls
reports prepared annually by SIM; and
– the Assurance Report on the internal
controls of Equiniti Share Registration
Services.
All internal controls reports were reported
on by independent external accountants.
International Biotechnology Trust plc
45
Other Information (Unaudited)
Introduction
Strategic Report
Governance
Financial
Auditors’ independence
PricewaterhouseCoopers LLP has
provided audit services to the Company
since it was appointed in 2007. Following
a tender of audit services in 2016,
PricewaterhouseCoopers LLP was
retained as the Company’s auditors. The
Company is compliant with the provisions
of the Competition and Markets Authority
Order, which requires that the audit is put
out to tender at least every 10 years.
However, the Company will be required to
undertake a further audit tender, at the
latest in 2027. Due to the 20-year
maximum audit tenure,
PricewaterhouseCoopers LLP will be
precluded from participating.
It is likely that the Company will undertake
an audit tender during 2025 with a view to
changing auditor for the year ending
31 August 2026 following Ms Local’s final
year as senior statutory auditor for the
Company.
The auditors are required to rotate the
senior statutory auditor every five years.
There are no contractual obligations
restricting the choice of external auditor.
This is the fourth year that the senior
statutory auditor, Colleen Local has
conducted the audit of the Company’s
Financial Statements.
Overall accuracy of the Report and
Financial Statements
Consideration of the Annual Report and
Financial Statements and the letter from
the Manager in support of the letter of
representation to the auditors.
Internal controls and risk
management
Consideration of several key aspects of
internal control and risk management
operating within the Manager,
administrator, depositary and registrar,
including assurance reports and
presentations on these controls.
Audit results
Met with and reviewed a comprehensive
report from the auditors which detailed
the results of the audit, compliance with
regulatory requirements, safeguards that
have been established, and on their own
internal quality control procedures.
Fair, balanced and understandable
Reviewed the Annual Report and Financial
Statements to advise the Board whether it
was fair, balanced and understandable.
Reviewed whether performance measures
were reflective of the business, whether
there was adequate commentary on the
Company’s strengths and weaknesses and
that the Annual Report and Financial
Statements, taken as a whole was
consistent with the Board’s view of the
operation of the Company.
Compliance with the investment trust
qualifying rules in S1158 of the
Corporation Tax Act 2010
Consideration of the Manager’s report
confirming compliance.
Provision of non-audit services by the
auditors
Reviewed the FRC’s Guidance on Audit
Committees and formulated a policy on
the provision of non-audit services by the
Company’s auditors. The Committee has
determined that the Company’s
appointed auditors will not be
considered for the provision of certain
non-audit services, such as accounting
and preparation of the Financial
Statements, internal audit and custody.
The auditors may, if required, provide
other non-audit services which will be
judged on a case-by-case basis.
The auditors did not provide any
non-audit services to the Company during
the year.
Audit
Financial reports and valuation
Risk management and internal
controls
46
International Biotechnology Trust plc
Audit Committee Report
continued
Recommendations made to, and approved by, the Board:
•
The
Committee recommended that the Board approve the Half Year Report and the Annual Report and Financial Statements.
•
The
Committee
recommended the adoption of the going concern basis of accounting in the Annual Report and Financial Statements
and
the
explanations set out in the viability statement.
•
As
a
result of the work performed, the Committee has concluded that the Annual Report for the year ended 31 August 2024, taken as
a
whole,
is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s
position,
performance,
business model and strategy and has reported on these findings to the Board. The Board’s conclusions in this
respect
are
set out in the Statement of Directors’ Responsibilities on page 54.
•
Having
reviewed
the performance of the auditors, as described above, the Committee was satisfied that there were no
circumstances
that
affected the independence and objectivity of the auditors and therefore considered it appropriate to recommend
the
auditors
’
re
-
appointment.
Resolutions to re-appoint PricewaterhouseCoopers LLP as auditors to the Company, and to authorise
the
Directors
to determine their remuneration will be proposed at the AGM.
Consent to continue as auditors
PricewaterhouseCoopers LLP indicated to
the Committee its willingness to continue
to act as auditors.
Going concern and viability
Reviewed the impact of risks on going
concern and longer-term viability.
Audit
Financial reports and valuation
Risk management and internal
controls
Caroline Gulliver
Audit Committee Chair
4 November 2024
International Biotechnology Trust plc
47
Other Information (Unaudited)
Introduction
Strategic Report
Governance
Financial
Management Engagement Committee Report
The Management Engagement Committee is responsible for: (1) the monitoring and oversight of the Manager’s performance and fees, and
confirming the Manager’s ongoing suitability; and (2) reviewing and assessing the Company’s other service providers, including reviewing their
fees. All Directors are members of the Committee. Kate Cornish-Bowden is the Chair of the Committee. Its terms of reference are available on
the Company’s web pages: https://www.ibtplc.com.
Approach
Oversight of the Manager
Oversight of other service providers
Application during the year
The Committee:
•
reviews the Manager’s performance, over the short and long
term, against the Reference Index, peer group and the market;
•
considers the reporting it has received from the Manager
throughout the year, and the reporting from the Manager to
the shareholders;
•
assesses management fees including the performance fee on
an absolute and relative basis, receiving input from the
Company’s corporate broker, including peer group and industry
figures, as well as the structure of the fees;
•
reviews the appropriateness of the Manager’s contract,
including terms such as notice period; and
•
assesses whether the Company receives appropriate
administrative, accounting, company secretarial and marketing
support from the Manager.
The Committee reviews the performance and competitiveness of
the following service providers on at least an annual basis:
•
depositary and custodian;
•
corporate broker;
•
advisers for the unquoted portfolio;
•
registrar; and
•
lender.
The Committee also receives a report from the Company
Secretary on ancillary service providers, and considers any
recommendations.
The Committee notes the Audit Committee’s review of the
auditors.
The Committee undertook a detailed review of the Manager’s
performance, since appointment on 20 November 2023, and
agreed that it has the appropriate depth and quality of resource
to deliver superior returns over the longer term.
The Committee also reviewed the terms of the AIFM agreement
and agreed they remained fit for purpose.
The Committee reviewed the other services provided by the
Manager and agreed they were satisfactory.
The annual review of each of the service providers was
satisfactory.
The Committee noted that the Audit Committee had undertaken
a detailed evaluation of the Manager, registrar, and depositary
and custodian’s internal controls.
Recommendations made to, and approved by, the Board:
•
That
the
ongoing appointment of the Manager on the terms of the AIFM agreement, including the fee, was in the best interests of
shareholders
as
a whole.
•
That
the
Company’s service providers’ performance remained satisfactory.
48
International Biotechnology Trust plc
Nomination Committee Report
The Nomination Committee is responsible for: (1) the recruitment, selection and induction of Directors; (2) their assessment during their tenure;
(3) the Board’s succession plans; and (4) Directors’ fees. All Directors are members of the Committee. Gillian Elcock succeeded Kate
Cornish-Bowden as the Chair of the Committee on 12 December 2023. The Committee’s terms of reference are available on the Company’s web
pages: www.ibtplc.com.
Oversight of Directors
Approach
Selection and induction
Board evaluation and Directors’ fees
Succession
Application during the year (see overleaf)
Selection
Induction
Application
of succession
policy
Annual
review of
succession
policy
Annual
evaluation
•
The Committee prepares a job
specification for each role, and an
independent recruitment firm is
appointed. For the Chair and the Chairs
of committees, the Committee considers
current Board members too.
•
A job specification outlines the
knowledge, professional skills, personal
qualities and experience requirements.
•
The Committee considers the use of an
external search agency in recruiting new
Directors.
•
Potential candidates are assessed
against the Company’s diversity policy.
•
The Committee discusses the long list,
invites a number of candidates for
interview and makes a recommendation
to the Board.
•
The Committee reviews the induction
and training of new Directors.
•
Any new Director will be proposed for
election by shareholders at the first AGM
following appointment.
•
The Committee assesses the performance
of each Director annually, with the SID
leading the evaluation of the Chair, and will
consider if an external evaluation is
appropriate.
•
The evaluation focuses on whether each
Director continues to demonstrate
commitment to their role and provides a
valuable contribution to the Board during
the year, taking into account time
commitment, independence, conflicts and
training needs.
•
Following the evaluation, the Committee
provides a recommendation to
shareholders with respect to the annual
re-election of Directors at the AGM.
•
All Directors retire at the AGM and their
re-election is subject to shareholder
approval.
•
The Committee reviews Directors’ fees,
taking into account comparative data and
reports to shareholders. No Directors are
involved in making recommendations with
respect to their own remuneration.
•
Any proposed changes to the Directors’
remuneration policy are discussed and
reported to shareholders.
•
The Board’s succession policy is that
Directors will retire no later than the
ninth AGM after their initial appointment,
except in exceptional circumstances, and
that each Director will be subject to
annual re-election at the AGM.
•
The Committee reviews the Board’s
current and future needs at least
annually. Should any need be identified,
the Committee will initiate the selection
process.
•
The Committee oversees the handover
process for retiring Directors.
International Biotechnology Trust plc
49
Other Information (Unaudited)
Introduction
Strategic Report
Governance
Financial
Application during the year
Selection and induction
Board evaluation and Directors’ fees
Succession
•
In anticipation of the retirement of
Caroline Gulliver at the conclusion of the
AGM in December 2024, the Committee
discussed the appointment of a
replacement, having regard to the
current composition of the Board,
diversity and efficacy.
•
A job specification was agreed for the
role.
•
A number of independent search firms
were considered to assist with the
recruitment of a replacement for Caroline
Gulliver and, early in 2024, Cornforth
Consulting was engaged to commence
the process. Cornforth Consulting has no
connections with the Company or any of
the Directors.
•
Following a robust interview process, it
was announced that Alexa Henderson
would join the Board on 1 January 2025
as Audit Committee Chair designate to
succeed Caroline Gulliver who will remain
as Chair of the Audit Committee for a
short while after Alexa Henderson’s
appointment, to assist in providing
a smooth transition of responsibilities.
Caroline Gulliver will therefore be seeking
re-election as a Director at the 2024
AGM.
•
As the appointment of Alexa Henderson
is not effective until 1 January 2025, she
will stand for election as a Director at the
AGM to be held in 2025.
•
The annual Board and Committee
evaluation process was undertaken during
the year, and the evaluation concluded at
the end of June 2024. The evaluation was
undertaken internally by the completion of
questionnaires.
•
The Committee also reviewed each
Director’s time commitment and
independence by reviewing a complete list
of appointments, including pro bono
not for
profit roles, to ensure that each Director
remained free from conflict and had
sufficient time available to discharge each of
their duties effectively. The SID led the
review of these matters in respect of the
Chair. During the review, the Committee was
also mindful of the concept of ‘overboarding’
and considered the time, nature and
complexity of each Director’s other roles and
concluded that it did not believe that any of
the Directors were overboarded. All
Directors were also considered to be
independent in character and judgement.
•
The Committee considered each Director’s
contributions, and noted that in addition to
extensive experience as professionals and
non-executive Directors, each Director had
valuable skills and experience, as detailed
in their biographies on pages 38 and 39.
•
Based on its assessment the Committee
provided individual recommendations for
each Director’s re-election.
•
Following the completion of the transition
to Schroders, the Committee concluded
that it was appropriate to recommend to
the Board the payment of a one off fee to
each Director in recognition of the
additional time consuming work
undertaken in relation to the transaction.
Further details are provided in the
Directors’ Remuneration Report.
•
The Committee reviewed Directors’ fees,
and recommended that the additional fee
paid to the Chair of the Audit Committee
should be increased with effect from
1 September 2024 to £6,000 per annum
from £4,500.
•
The Committee reviewed the succession
policy and agreed it remains fit for
purpose.
•
Alexa Henderson was recommended to
the Board for appointment as a
non-executive Director following the
engagement of Cornforth Consulting to
identify potential candidates to succeed
Caroline Gulliver as Chair of the Audit
Committee.
•
Caroline Gulliver was appointed as
a Director on 1 April 2015 and had
indicated, in accordance with the
Company’s tenure policy, her intention
to step down from the Board at the AGM
to be held in December 2024. However,
in light of the appointment of
Alexa Henderson as Audit Committee
Chair designate, with effect from
1 January 2025, Caroline Gulliver will
stand for re-election as a Director at the
December 2024 AGM and remain as
a Director for a short while thereafter to
facilitate a smooth transition for
Alexa Henderson into the role of Audit
Committee Chair.
•
As Caroline Gulliver has now served for
nine years as a Director, her tenure and
continued independence were reviewed
by the Nomination Committee. The
Nomination Committee subsequently
concluded that it was appropriate that
Caroline Gulliver continue to serve as
a Director and, notwithstanding the
length of her tenure, she remains
independent of the Manager in character
and judgment. In forming this
conclusion, the Nomination Committee
recognised her track record as Audit
Committee Chair, a role she has held
since 13 July 2016, together with the
continuity, knowledge and experience
she brings to the Board.
Recommendations made to, and approved by, the Board:
•
That
Cornforth
Consulting be engaged to assist in the identification of a successor to Caroline Gulliver, as Chair of the Audit Committee.
•
That
Alexa
Henderson be appointed as a non-executive Director and Chair of the Audit Committee designate, with effect from 1 January 2025, to
succeed
Caroline
Gulliver, and that her election as a Director be proposed to shareholders at the 2025 AGM.
•
The
payment
of an additional one off fee to each Director to reflect the time-consuming work undertaken as part of the transition from SV Health to
Schroders,
as
set out in more detail in the Directors’ Remuneration Report.
•
That
the
additional fee paid to the Chair of the Audit Committee would be increased to £6,000 with effect from 1 September 2024.
•
That
all
Directors remain independent, continue to demonstrate commitment to their roles, provide a valuable contribution to the deliberations of the
Board,
contribute
towards the Company’s long-term, sustainable success, and remain free from conflicts with the Company and its Directors; therefore
they
should
all be recommended for re-election by shareholders at the 2024 AGM.
•
That
the
Directors’ remuneration policy be amended to reflect an increase in the aggregate Director fee cap from £250,000 to £300,000 and the
Directors’
remuneration
policy be put to shareholders for approval at the 2024 AGM. The Board believes that to enable flexibility in respect of
succession
planning,
and in particular to recruit new Directors from time to time, that it is prudent to keep remuneration at or around market levels,
providing
for
modest fee increases in the future and also for a higher level of aggregate fees during years where new Directors are appointed as part of
the
Board
'
s
succession planning.
50
International Biotechnology Trust plc
Introduction
The Board presents the Directors’ Remuneration Report for the year
ended 31 August 2024, which has been prepared in accordance with
the Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008 as amended, and Sections 420-422 of the
Companies Act 2006.
The law requires the Company’s auditors to audit certain of the
disclosures provided. Where disclosures have been audited, they are
indicated as such. The auditors’ opinion is included in their report on
pages 56 to 61.
The Directors’ remuneration policy is subject to a binding vote every
three years unless any changes are proposed to the policy in the
meantime. The current Directors’ remuneration policy was approved
at the AGM held on 12 December 2023 and the next vote would
ordinarily be at the AGM to be held in 2026. However, it is proposed
that a number of changes are made to the Directors’ remuneration
policy, details of which are provided below, and an ordinary resolution
to approve the revised policy will be proposed at the forthcoming
AGM. The revisions to the Directors’ remuneration policy are
conditional on passage of the ordinary resolution proposed to
approve the revised Directors’ remuneration policy and passage of
the special resolution proposed to adopt new Articles of Association,
as more particularly described in the appendix to the AGM Notice
(page 92 of this document).
At the AGM held on 12 December 2023, 99.96% of the votes cast
(including votes cast at the Chair’s discretion) in respect of approval of
the Directors’ remuneration policy were in favour, while 0.04% were
against and 32,661 votes were withheld.
The Directors’ annual report on remuneration is subject to an annual
advisory vote. An ordinary resolution to approve this report will be put
to shareholders at the forthcoming AGM.
At the AGM held on 12 December 2023, 99.57% of the votes cast
(including votes cast at the Chair’s discretion) in respect of approval of
the Directors’ remuneration report for the year ended 31 August
2023 were in favour, while 0.43% were against and 52,105 votes were
withheld.
Proposed changes to the Directors’
remuneration policy
The Company is proposing to adopt new Articles of Association at the
forthcoming AGM, as more particularly described in the appendix to
the AGM Notice (page 92 of this document).
The Company’s current Articles of Association provide that Directors
are appointed for an initial term covering the period from the date of
their appointment until the next AGM and are thereafter required to
retire by rotation at least every three years. However, in recognition of
corporate governance best practice, all Directors stand for re-election
annually. Under the new Articles of Association proposed to be
adopted at the forthcoming AGM, Directors will be required to stand
for re-election annually reflecting corporate governance best practice
and the current Directors’ remuneration policy.
The Company’s current Articles of Association limit the aggregate fees
payable to Directors to £250,000 per annum. The Board believes that
to enable flexibility in respect of succession planning, and in particular
to recruit new Directors from time to time, that it is prudent to keep
remuneration at or around market levels, providing for modest fee
increases in the future and also for a higher level of aggregate fees
during years where new Directors are appointed as part of the
Board’s succession planning. Consequently, the proposed new
Articles of Association include an increase in the limit on the
aggregate level of Directors’ fees to £300,000 per annum. It is not the
Board’s intention that fees will be raised to the new limit immediately
upon approval.
The Directors’ fees are reviewed annually and take into account
research from third parties on the fee levels of Directors of peer
group companies, as well as industry norms and factors affecting the
time commitment expected of the Directors. New Directors are
subject to the provisions set out in the Directors’ remuneration policy.
The corresponding changes to the current Directors’ remuneration
policy are shown below. If Resolutions 4 and 15 are passed, the below
changes will take effect from the conclusion of the Annual General
Meeting.
Directors’ remuneration policy
The determination of the Directors’ fees is a matter dealt with by the
Nomination Committee and Board. As all the Directors are
independent non-executive, a separate remuneration committee has
not been established.
The Company’s Articles of Association limit the aggregate fees
payable to Directors to £250,000 £300,000
per annum. Subject to this
limit, it is the Company’s policy to determine the level of directors’ fees
having regard to the level of fees payable to non-executive directors
in the industry, the role that individual directors fulfil in respect of
Board and Committee responsibilities, and time committed to the
Company’s affairs in order to promote the long-term success of the
Company. Fees payable to the Directors should be sufficient to
motivate and retain candidates of a high calibre to deliver the
Company’s investment objectives. No element of the Directors
remuneration is performance-related.
The Board considers any comments received from shareholders on
the Directors’ remuneration policy on an ongoing basis and if
appropriate, takes these into consideration when reviewing
remuneration. All Directors have a Letter of Appointment with the
Company. The Letters of Appointment are available for inspection at
the Company’s registered office during normal business hours and at
the location of the AGM for at least 15 minutes prior to and during
the meeting. Directors do not have service contracts with the
Company and no compensation is payable to Directors on leaving
office. It is the intention of the Board that this policy will continue to
apply in the forthcoming and subsequent financial years.
All Directors are appointed for an initial term covering the period from
the date of their appointment until the first AGM, thereafter they are
required to retire by rotation at least every three years annually
in
accordance with the Company’s Articles of Association. The Board
recognises corporate governance best practice is for all Directors to
be submitted for annual re-election. Accordingly, all Directors stand
for re-election annually.
Following the performance evaluation carried out each year, the
Board considers whether it is appropriate for each Director to seek
re-election. When recommending whether an individual Director
should seek re-election, the Board will take into account the ongoing
recommendations of the AIC Code, including the need to refresh the
Board and its Committees.
The component parts of the Directors’ remuneration are set out in
the table on page 51.
Implementation of policy
The Board did not seek the views of shareholders in setting this
policy. Any comments on the policy received from shareholders would
be considered on a case-by-case basis.
As the Company does not have any employees, no employee pay and
employment conditions were taken into account when setting this
policy and no employees were consulted in its construction.
Directors’ Remuneration Report
International Biotechnology Trust plc
51
Other Information (Unaudited)
Introduction
Strategic Report
Governance
Financial
Directors’ annual report on remuneration
This report sets out how the Directors’ remuneration policy was implemented during the year ended 31 August 2024.
In implementing the Directors’ remuneration policy, the Nomination Committee and Board are mindful of the role that individual Directors fulfil
in respect of Board and Committee responsibilities.
The following table shows the remuneration components for each Board and Committee role.
Annual rate for the
year ended 31 August
2024
2023
1
Component
£
£
Purpose and operation
1
Effective 1 March 2023.
2
From 1 September 2024, the additional fee paid to the Chair of the Audit Committee was increased to £6,000.
3
Effective 12 December 2023.
4
See table of fees paid to Directors.
Fees paid to Directors (audited)
The following amounts were paid by the Company to Directors for their services in respect of the year ended 31 August 2024 and the preceding
financial year. There were no taxable benefits claimed during the years ended 31 August 2024 or 31 August 2023 and for the three preceding
financial years, therefore taxable benefits have not been included in the information provided below in respect of the annual percentage change
in remuneration over the last five financial years. Directors’ remuneration is all fixed; they do not receive any variable remuneration. The
performance of the Company over the financial year is presented on the inside front cover and page 1, under the heading “Performance
Summary”.
2024
2023
Change in annual fee over years ended 31 August
One off Fee
1
Directors’ Fee
Total
4
Total
4
2024
2023
2022
2021
2020
Director
£
£
£
£
%
%
%
%
%
Kate Cornish-Bowden (Chair)
14,685
44,500
59,185
40,221
47
38
4
255
N/A
Gillian Elcock
2
7,500
30,721
38,221
17,271
121
N/A
N/A
N/A
N/A
Caroline Gulliver
8,625
34,500
43,125
33,500
29
3
0
0
0
Patrick Magee
8,000
32,000
40,000
30,482
31
9
0
255
N/A
Patrick Maxwell
7,500
30,000
37,500
29,000
29
55
N/A
N/A
N/A
Jim Horsburgh
3
–
–
–
11,295
N/A
(73)
7
41
0
Total
46,310
171,721
218,031
161,769
1
As reported in the Chair’s Statement, a one off fee was paid to the Directors following the completion of the change of Manager in November 2023 to compensate the Directors
for the considerable additional time associated with the transaction.
2
Appointed as a Director on 1 February 2023, and as Chair of the Nomination Committee on 12 December 2023 and became entitled to an additional fee of £1,000 per annum.
3
Retired as a Director on 6 December 2023.
4
No aspect of the Directors’ remuneration, past or present, is performance-related in light of the Director’s non-executive status. As a result, no Director is entitled to any
bonuses, benefits in kind, share options, long-term incentives, pension or other retirement benefit. The Directors are entitled to reimbursement of all reasonable and properly
documented expenses incurred in performing their duties.
Chair’s base fee
44,500
44,500
For the additional time, commitment and
responsibility required by the role.
Non-executive Director base fee:
30,000
30,000
To reflect the time and commitment required and
the responsibilities of the role. The fee is reviewed
against fees paid by peer companies to ensure
that it is fair and appropriate for the role.
Additional fee:
Chair of the Audit Committee
4,500
2
4,500
For the additional time required as Committee
Chair.
Additional fee:
Senior Independent Director (“SID”)
2,000
2,000
For the additional time required to support the
Chair and undertake other duties as SID.
Additional fee:
Chair of the Nomination Committee
1,000
3
–
For the additional time required as Committee
Chair.
Additional fee:
Variable
4
Variable
In the event of a complex or large project, an
additional fee to fairly compensate for the
additional time and commitment required.
Expenses:
Each Director
Variable
Variable
Reimbursement of expenses properly incurred by
Directors in attending meetings and/or otherwise
in the performance of their duties.
52
International Biotechnology Trust plc
Directors’ Remuneration Report
continued
Consideration of matters relating to Directors’ remuneration
Following the review of Directors’ fees by the Nomination Committee, it was proposed to increase the additional fee payable to the Chair of the
Audit Committee from £4,500 to £6,000 with effect from 1 September 2024. The Board approved this recommendation. The fees payable to the
other Board members remained unchanged with effect from 1 September 2024 as: Chair £44,500; non-executive Director base fee £30,000;
additional fee for the SID £2,000; and the additional fee for the Chair of the Nomination Committee £1,000.
The members of the Board at the time that remuneration levels were considered were as set out on pages 38 and 39. Although no external
advice was sought in considering the levels of Directors’ fees, information on fees paid to Directors of other investment trusts managed by
Schroders and peer group companies provided by the Manager and corporate broker respectively, was taken into consideration, as was
independent third party research.
The table below compares the remuneration payable to Directors, to distributions made to shareholders during the year under review and the
prior year. In considering these figures, shareholders should take into account the Company’s investment objective.
Distributions to shareholders (share buy backs) vs Directors’ remuneration
Year ended 31 August
2024
2023
£’000
£’000
% Change
Aggregate spend on Directors’ fees*
218
162
35
Distributions to shareholders – dividends
10,768
11,407
– share buy backs
16,160
9,978
Total distributions paid to shareholders
26,928
21,385
26
*As the Company has no employees, the total spend on remuneration comprises solely of Directors’ fees.
Directors’ share interests (audited)
The Company’s Articles of Association do not require Directors to own shares in the Company. The interests of Directors, including those of
connected persons, at the beginning and end of the financial year under review, are set out below.
At 31 August
2024
2023
Kate Cornish-Bowden (Chair)
12,500
12,500
Gillian Elcock
1,407
nil
Caroline Gulliver
12,000
9,500
Patrick Magee
11,500
11,500
Patrick Maxwell
3,725
3,725
There have been no changes since the year end.
10-year performance of share price and Reference Index total returns
Source: Morningstar. Data rebased to 100 at 31 August 2014.
Definitions of terms and performance measures are provided on page 93.
On behalf of the Board
Kate Cornish-Bowden
Chair
4 November 2024
100
125
150
175
200
225
250
275
300
31 Aug 24
31 Aug 23
31 Aug 22
31 Aug 21
31 Aug 20
31 Aug 19
31 Aug 18
31 Aug 17
31 Aug 16
31 Aug 15
31 Aug 14
Reference Index total return
Share price total return
International Biotechnology Trust plc
53
Other Information (Unaudited)
Introduction
Strategic Report
Governance
Financial
54
International Biotechnology Trust plc
Statement of Directors’ Responsibilities
Directors’ responsibilities
The Directors are responsible for preparing the Annual Report and
Financial Statements in accordance with applicable law and
regulation.
Company law requires the Directors to prepare Financial Statements
for each financial year. Under that law the Directors have prepared
the Financial Statements in accordance with UK-adopted international
accounting standards.
Under company law, the Directors must not approve the Financial
Statements unless they are satisfied that they give a true and fair view
of the state of affairs of the Company and of the return or loss of the
Company for that period. In preparing the Financial Statements, the
Directors are required to:
–
select suitable accounting policies and then apply them
consistently;
–
state whether applicable UK-adopted international accounting
standards have been followed, subject to any material
departures disclosed and explained in the Financial Statements;
–
make judgements and accounting estimates that are reasonable
and prudent; and
–
prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions, and disclose with reasonable accuracy at any time the
financial position of the Company, and enable them to ensure that
the Financial Statements and the Directors’ Remuneration Report
comply with the Companies Act 2006.
The Manager is responsible for the maintenance and integrity of the
web pages dedicated to the Company. Legislation in the UK
governing the preparation and dissemination of Financial Statements
may differ from legislation in other jurisdictions.
Directors’ statement
Each of the Directors, whose names and functions are listed in the
Board of Directors on pages 38 and 39 confirm that, to the best of
their knowledge:
–
the Company’s Financial Statements, which have been prepared
in accordance with UK-adopted international accounting
standards, give a true and fair view of the assets, liabilities,
financial position and profit of the Company;
–
the Strategic Report includes a fair review of the development
and performance of the business and the position of the
Company, together with a description of the principal risks and
uncertainties that it faces; and
–
that the Annual Report and Financial Statements, taken as a
whole, are fair, balanced and understandable and provide the
information necessary for shareholders to assess the Company’s
performance, business model and strategy.
On behalf of the Board
Kate Cornish-Bowden
Chair
4 November 2024
Financial
Financial
Independent Auditors’ Report
56
Statement of Comprehensive Income
62
Statement of Changes in Equity
63
Statement of Financial Position
64
Cash Flow Statement
65
Notes to the Financial Statements
66
Schroder
Asian Total Return Investment Company plc
55
56
International Biotechnology Trust plc
Independent Auditors’ Report
to the members of International Biotechnology Trust plc
Report on the audit of the financial
statements
Opinion
In our opinion, International Biotechnology Trust plc’s financial
statements:
•
give a true and fair view of the state of the company’s affairs as at
31 August 2024 and of its profit and cash flows for the year then
ended;
•
have been properly prepared in accordance with UK-adopted
international accounting standards; and
•
have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements, included within the Annual
Report and Financial Statements (the “Annual Report”), which
comprise: the Statement of Financial Position as at 31 August 2024;
the Statement of Comprehensive Income, the Statement of Changes
in Equity, and the Cash Flow Statement for the year then ended; and
the notes to the financial statements, comprising material accounting
policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards
on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities
under ISAs (UK) are further described in the Auditors’ responsibilities
for the audit of the financial statements section of our report. We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We remained independent of the company in accordance with the
ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the FRC’s Ethical Standard, as
applicable to listed public interest entities, and we have fulfilled our
other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit
services prohibited by the FRC’s Ethical Standard were not provided.
We have provided no non-audit services to the company in the period
under audit.
Our audit approach
Overview
Audit scope
•
The company is a standalone Investment Trust Company and
engaged Schroder Unit Trusts Limited (the “Manager”) to manage
its assets from 20 November 2023. The Manager has delegated
investment management, administrative, accounting and
company secretarial services to Schroder Investment
Management Limited (the “Investment Manager”). The
Investment Manager has sub-delegated certain accounting and
administrative services to HSBC Securities Services (UK) Limited
(the “Administrator”).
•
Prior to 20 November 2023, SV Health Managers LLP was the
company’s Manager/ Investment Manager and The Northern
Trust Company was the Administrator.
•
We conducted our audit using information provided by the
Manager, Investment Manager and the Administrator.
•
We tailored the scope of our audit taking into account the types
of investments within the company, the involvement of the third
parties referred to above, the accounting processes and controls,
and the industry in which the company operates.
•
We obtained an understanding of the control environment in
place at the Manager, Investment Manager and the
Administrator, and adopted a fully substantive testing approach
using reports obtained from the Manager, Investment Manager
and the Administrator.
Key audit matters
•
Valuation and existence of unquoted investments held at fair
value through profit or loss.
•
Valuation and existence of quoted investments held at fair value
through profit or loss.
•
Income from and gains on investments.
Materiality
•
Overall materiality: £2,822,000 (2023: £2,703,000) based on
approximately 1% of net assets.
•
Performance materiality: £2,116,500 (2023: £2,027,000).
The scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional
judgement, were of most significance in the audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud)
identified by the auditors, 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. These
matters, and any comments we make on the results of our
procedures thereon, were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Ability to continue as a going concern - Continuation Vote, which was
a key audit matter last year, is no longer included because of the
absence of a Continuation Vote within the next 12 months. Otherwise,
the key audit matters below are consistent with last year.
Key audit matter
How our audit addressed the key audit matter
Valuation and existence of unquoted investments held at fair
value through profit or loss.
Refer to Note 1 – Material accounting policies and Note 10 –
Investments held at fair value through profit or loss of the financial
statements.
The investment portfolio at 31 August 2024 included unquoted
investments. We focused on the valuation and existence of the
unquoted investments as these investments represented a material
balance in the financial statements and the valuation requires
significant estimates and judgements to be applied by the Directors
and the Investment Manager.
We have understood and evaluated the valuation methodology
applied, by reference to the International Private Equity and Venture
Capital Valuation guidelines (IPEV) and tested the techniques used by
the Directors in determining the fair value of unquoted investments,
as outlined below.
Our testing, performed on a sample basis, included:
-
assessing the appropriateness of the valuation models used;
-
testing the inputs either through validation to appropriate third
party sources where available, or where relevant, assessing the
reasonableness of estimates and judgements used; and
-
obtaining the latest Net Asset Value reports and where relevant
tested distributions from and contributions to unquoted fund
investments.
We found that the Directors’ valuations of unquoted investments
were materially consistent with the IPEV guidelines and that the
assumptions used to derive the valuations within the financial
statements were reasonable based on the investee’s circumstances or
consistent with appropriate third party sources. No material
misstatements were identified from this testing.
We tested the existence of the unquoted investment portfolio by
agreeing holdings to independent sources such as confirmation from
HSBC Bank plc as at 31 August 2024. No material misstatements were
identified from this testing.
Valuation and existence of quoted investments held at fair
value through profit or loss.
Refer to Note 1 – Material accounting policies and Note 10 –
Investments held at fair value through profit and loss.
The investment portfolio at the year-end included quoted equity
investments. We focused on the valuation and existence of quoted
investments because quoted investments represent the principal
element of the net asset value as disclosed on the Statement of
Financial Position.
We tested the valuation of the quoted equity investments by agreeing
the prices used in the valuation to independent third party sources.
We tested the existence of the quoted investment portfolio by
agreeing the holdings of quoted investments to an independently
obtained confirmation as at 31 August 2024 from the custodian.
No material misstatements were identified from this testing.
We assessed and found that the accounting policies implemented
were in accordance with UK-adopted international accounting
standards and the AIC SORP, and that income (revenue and capital
gains and losses on investments) has been accounted for in
accordance with the stated accounting policy.
We understood and assessed the design and implementation of key
controls surrounding income recognition.
Gains/losses on investments held at fair value
The gains/losses on investments held at fair value comprise realised
and unrealised gains/losses.
For unrealised gains and losses, we have tested the valuation of the
portfolio at the year-end, together with testing the reconciliation of
opening and closing investments, thereby we have assessed the
accuracy of the gains/losses recorded. We have also verified the
occurrence of the gains/losses through our testing of the existence of
investments, as noted above.
For realised gains/losses, we tested a sample of disposals by agreeing
the proceeds to bank statements, in order to verify the occurrence of
the gain/loss. We re-performed the calculation of a sample of realised
gains/losses in order to assess the accuracy of the gains/losses
recorded.
Income from and gains on investments.
Refer to Note 1– Material accounting policies, Note 2 – Gains on
investments held at fair value through profit or loss and
Note 3 – Income.
We focused on the accuracy, and occurrence of both net capital
gains/losses on investments and dividend income. We assessed the
presentation of income in the Statement of Comprehensive Income in
accordance with the requirements of The Association of Investment
Companies’ Statement of Recommended Practice (the “AIC SORP”).
International Biotechnology Trust plc
57
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
58
International Biotechnology Trust plc
Independent Auditors’ Report
continued
Key audit matter
How our audit addressed the key audit matter
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as
a whole, taking into account the structure of the company, the accounting processes and controls, and the industry in which it operates.
The company is a standalone authorised, closed-ended investment company that has outsourced the management of its assets to the
Manager. The Manager has delegated the investment management, administrative, accounting and company secretarial services to the
Investment Manager, who has sub-delegated certain accounting and administrative services to the Administrator. We applied professional
judgement to determine the extent of testing required over each balance in the financial statements and obtained our audit evidence which was
substantive in nature from the Manager, Investment Manager and the Administrator.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk on the company’s
financial statements, and we remained alert when performing our audit procedures for any indicators of the impact of climate risk. Our
procedures did not identify any material impact as a result of climate risk on the company’s financial statements.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together
with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the
individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the
financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and
extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance
materiality was 75% (2023: 75%) of overall materiality, amounting to £2,116,500 (2023: £2,027,000) for the company financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and
aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £141,100 (2023: £153,000)
as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
£2,822,000 (2023: £2,703,000).
Overall company materiality
Approximately 1% of net assets
How we determined it
We believe that net assets is the primary measure used by the shareholders in assessing the
performance of the company, and is a generally accepted auditing benchmark. This benchmark
provides an appropriate and consistent year on year basis for our audit.
Rationale for benchmark applied
Income
We tested the accuracy of all dividend receipts by agreeing the
dividend rates for investments to independent market data.
To test for completeness, we tested a sample of dividends that had
been received in the year by reference to independent data of
dividends declared for investments during the year.
We tested occurrence by testing that all dividends recorded in the
year had been declared in the market by investment holdings, and we
traced all of the dividends received to bank statements.
Based on the audit procedures performed and evidence obtained, we
concluded that income from and gains on investments was not
materially misstated.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the company’s ability to
continue to adopt the going concern basis of accounting included:
•
evaluating the directors’ updated risk assessment and
considering whether it addressed relevant threats;
•
evaluating the directors’ assessment of income and expenditure
projections, considering their consistency with other available
information and our understanding of the business as well as
performing lookback procedures;
•
reviewing the directors’ assessment of liquidity levels of the
portfolio, consideration of uncalled capital commitments, and
future borrowing intentions in the context of assessing resources
available to the company to meet future funding requirements
including assessment of loan covenant compliance;
•
assessing the premium/discount the Company’s share price
trades at compared to its net asset value per share; and
•
evaluating the directors’ oversight of key third-party service
providers.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
company’s ability to continue as a going concern for a period of
at least twelve months from when the financial statements are
authorised for issue.
In auditing the financial statements, we have concluded that the
directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be
predicted, this conclusion is not a guarantee as to the company’s
ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the
UK Corporate Governance Code, we have nothing material to add or
draw attention to in relation to the directors’ statement in the financial
statements about whether the directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections of this
report.
Reporting on other information
The other information comprises all of the information in the Annual
Report other than the financial statements and our auditors’ report
thereon. The directors are responsible for the other information. Our
opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or,
except to the extent otherwise explicitly stated in this report, any form
of assurance thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If we identify an
apparent material inconsistency or material misstatement, we are
required to perform procedures to conclude whether there is a
material misstatement of the financial statements or a material
misstatement of the other information. If, based on the work we have
performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have
nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ Report, we also
considered whether the disclosures required by the UK Companies
Act 2006 have been included.
Based on our work undertaken in the course of the audit, the
Companies Act 2006 requires us also to report certain opinions and
matters as described below.
Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the
audit, the information given in the Strategic report and Directors’
Report for the year ended 31 August 2024 is consistent with the
financial statements and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the company and its
environment obtained in the course of the audit, we did not identify
any material misstatements in the Strategic report and Directors’
Report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to be
audited has been properly prepared in accordance with the
Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements
in relation to going concern, longer-term viability and that part of
the corporate governance statement relating to the company’s
compliance with the provisions of the UK Corporate Governance Code
specified for our review. Our additional responsibilities with respect to
the corporate governance statement as other information are
described in the Reporting on other information section of this
report.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit, and we
have nothing material to add or draw attention to in relation to:
•
The directors’ confirmation that they have carried out a robust
assessment of the emerging and principal risks;
•
The disclosures in the Annual Report that describe those principal
risks, what procedures are in place to identify emerging risks and
an explanation of how these are being managed or mitigated;
•
The directors’ statement in the financial statements about
whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their
identification of any material uncertainties to the company’s ability
to continue to do so over a period of at least twelve months from
the date of approval of the financial statements;
•
The directors’ explanation as to their assessment of the
company’s prospects, the period this assessment covers and why
the period is appropriate; and
•
The directors’ statement as to whether they have a reasonable
expectation that the company will be able to continue in
operation and meet its liabilities as they fall due over the period of
its assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
International Biotechnology Trust plc
59
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
60
International Biotechnology Trust plc
Independent Auditors’ Report
continued
Our review of the directors’ statement regarding the longer-term
viability of the company was substantially less in scope than an audit
and only consisted of making inquiries and considering the directors’
process supporting their statement; checking that the statement is in
alignment with the relevant provisions of the UK Corporate
Governance Code; and considering whether the statement is
consistent with the financial statements and our knowledge and
understanding of the company and its environment obtained in the
course of the audit.
In addition, based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
•
The directors’ statement that they consider the Annual Report,
taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess
the company’s position, performance, business model and
strategy;
•
The section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems;
and
•
The section of the Annual Report describing the work of the Audit
Committee.
We have nothing to report in respect of our responsibility to report
when the directors’ statement relating to the company’s compliance
with the Code does not properly disclose a departure from a relevant
provision of the Code specified under the Listing Rules for review by
the auditors.
Responsibilities for the financial statements
and the audit
Responsibilities of the directors for the financial
statements
As explained more fully in the Statement of Directors’ Responsibilities,
the directors are responsible for the preparation of the financial
statements in accordance with the applicable framework and for
being satisfied that they give a true and fair view. The directors are
also 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.
In preparing the financial statements, the directors are responsible
for assessing the company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either
intend to liquidate the company or to cease operations, or have no
realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditors’ report that
includes our opinion. Reasonable assurance is a high level of
assurance, but is not a 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 the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with
laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud, is
detailed below.
Based on our understanding of the company and industry, we
identified that the principal risks of non-compliance with laws and
regulations related to breaches of section 1158 of the Corporation
Tax Act 2010, and we considered the extent to which non-compliance
might have a material effect on the financial statements. We also
considered those laws and regulations that have a direct impact on
the financial statements such as the Companies Act 2006. We
evaluated management’s incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override
of controls), and determined that the principal risks were related to
posting inappropriate journal entries to increase revenue (investment
income and capital gains) or to increase net asset value and
management bias in accounting estimates. Audit procedures
performed by the engagement team included:
•
enquiries with the Manager and the Audit Committee, including
specific enquiry of known or suspected instances of
non-compliance with laws and regulation and fraud where
applicable;
•
reviewing relevant meeting minutes, including those of the Audit
Committee;
•
assessment of the company’s compliance with the requirements
of section 1158 the Corporation Tax Act 2010, including
recalculation of numerical aspects of the eligibility conditions;
•
challenging assumptions and judgements made by management
in their significant accounting estimates, in particular in relation to
the valuation of unquoted investments held at fair value through
profit or loss (see related key audit matter);
•
identifying and testing journal entries, in particular a sample of
manual year end journal entries posted as part of the financial
statements preparation process; and
•
designing audit procedures to incorporate unpredictability
around the nature, timing or extent of our testing.
There are inherent limitations in the audit procedures described
above. We are less likely to become aware of instances of
non-compliance with laws and regulations that are not closely related
to events and transactions reflected in the financial statements. Also,
the risk of not detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of
certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number of
items for testing, rather than testing complete populations. We will
often seek to target particular items for testing based on their size or
risk characteristics. In other cases, we will use audit sampling to
enable us to draw a conclusion about the population from which the
sample is selected.
A further description of our responsibilities for the audit of the
financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of
our auditors’ report.
International Biotechnology Trust plc
61
Use of this report
This report, including the opinions, has been prepared for and only
for the company’s members as a body in accordance with Chapter 3
of Part 16 of the Companies Act 2006 and for no other purpose. We
do not, in giving these opinions, accept or assume responsibility for
any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly agreed
by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in
our opinion:
•
we have not obtained all the information and explanations we
require for our audit; or
•
adequate accounting records have not been kept by the
company, or returns adequate for our audit have not been
received from branches not visited by us; or
•
certain disclosures of directors’ remuneration specified by law are
not made; or
•
the financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement with
the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were
appointed by the directors on 12 July 2007 to audit the financial
statements for the year ended 31 August 2007 and subsequent
financial periods. The period of total uninterrupted engagement is
18 years, covering the years ended 31 August 2007 to 31 August
2024.
Colleen Local (Senior statutory auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
4 November 2024
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
62
International Biotechnology Trust plc
Statement of Comprehensive Income
for the year ended 31 August 2024
2024
2023
Revenue
Capital
Total
Revenue
Capital
Total
Note
£’000
£’000
£’000
£’000
£’000
£’000
Gains on investments held at fair value through profit or loss
2
–
41,620
41,620
–
9,606
9,606
Net foreign currency gains
–
1,656
1,656
–
1,591
1,591
Income
3
1,263
–
1,263
863
–
863
Total income
1,263
43,276
44,539
863
11,197
12,060
Management fee
4
(1,297)
–
(1,297)
(1,810)
–
(1,810)
Performance fee
4
–
(904)
(904)
–
(514)
(514)
Administrative expenses
5
(1,129)
–
(1,129)
(1,559)
–
(1,559)
Profit/(loss) before finance costs and taxation
(1,163)
42,372
41,209
(2,506)
10,683
8,177
Finance costs
6
(2,198)
–
(2,198)
(1,242)
–
(1,242)
Profit/(loss) before taxation
(3,361)
42,372
39,011
(3,748)
10,683
6,935
Taxation
7
(135)
–
(135)
(122)
–
(122)
Net profit/(loss) for the year
(3,496)
42,372
38,876
(3,870)
10,683
6,813
Earnings/(loss) per share (pence)
8
(9.16)
110.97
101.81
(9.53)
26.32
16.79
The “Total” column of this statement represents the Company’s Statement of Comprehensive Income prepared in accordance with UK-adopted
International Accounting Standards.
The Company does not have any other comprehensive income and hence the net profit/(loss) for the year, as disclosed above, is the same as
the Company’s total comprehensive income.
The “Revenue” and “Capital” columns represent supplementary information prepared under guidance set out in the statement of recommended
practice for investment trust companies (the “SORP”) issued by the Association of Investment Companies in July 2022.
All revenue and capital items in the above statement are derived from continuing operations.
The notes on pages 66 to 85 form part of these Financial Statements.
International Biotechnology Trust plc
63
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
Capital
Share
Share
redemption
Capital
Revenue
capital
premium
reserve
reserves
reserve
Total
Note
£’000
£’000
£’000
£’000
£’000
£’000
At 31 August 2022
10,346
29,873
31,482
259,849
(46,661)
284,889
Net profit/(loss) for the year
–
–
–
10,683
(3,870)
6,813
Dividends paid in the year
9
–
–
–
(11,407)
–
(11,407)
Repurchase of ordinary shares into treasury
–
–
–
(9,978)
–
(9,978)
At 31 August 2023
10,346
29,873
31,482
249,147
(50,531)
270,317
Net profit/(loss) for the year
–
–
–
42,372
(3,496)
38,876
Dividends paid in the year
9
–
–
–
(10,768)
–
(10,768)
Repurchase of ordinary shares into treasury
–
–
–
(16,160)
–
(16,160)
At 31 August 2024
10,346
29,873
31,482
264,591
(54,027)
282,265
The notes on pages 66 to 85 form part of these Financial Statements.
Statement of Changes in Equity
for the year ended 31 August 2024
64
International Biotechnology Trust plc
Statement of Financial Position
as at 31 August 2024
2024
2023
Note
£’000
£’000
Non-current assets
Investments held at fair value through profit or loss
10
297,507
301,904
297,507
301,904
Current assets
Receivables
11
215
2,967
Cash and cash equivalents
12
10,433
–
10,648
2,967
Total assets
308,155
304,871
Current liabilities
Loan
13
(22,827)
–
Overdraft
12
–
(32,474)
Payables
13
(3,063)
(2,080)
(25,890)
(34,554)
Net assets
282,265
270,317
Equity attributable to shareholders
Share capital
15
10,346
10,346
Share premium
16
29,873
29,873
Capital redemption reserve
16
31,482
31,482
Capital reserves
16
264,591
249,147
Revenue reserve
16
(54,027)
(50,531)
Total equity attributable to shareholders
282,265
270,317
Net asset value per share (pence)
17
766.30p
687.51p
The Financial Statements on pages 62 to 64 were approved by the Board of Directors and authorised for issue on 4 November 2024 and signed
on its behalf by:
Kate
Cornish-Bowden
Chair
The notes on pages 66 to 85 form part of these Financial Statements.
Registered in England and Wales as a public company limited by shares
Company registration number: 02892872
International Biotechnology Trust plc
65
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
2024
2023
Note
£’000
£’000
Operating activities
Profit before finance costs and taxation
41,209
8,177
Adjustments for:
Net foreign currency gains
(1,656)
(1,591)
Gains on investments at fair value through profit or loss
(41,620)
(9,606)
Net sales of investments at fair value through profit or loss
50,463
30,612
Dividend income
(1,045)
(840)
Interest income
(218)
(23)
Decrease/(increase) in receivables
14
(28)
(Decrease)/increase in payables
(746)
1,082
Overseas taxation paid
(134)
(111)
Net cash inflow from operating activities before dividends and interest
46,267
27,672
Dividends received
1,098
843
Interest received
185
23
Interest paid
(2,198)
(1,239)
Net cash inflow from operating activities
45,352
27,299
Financing activities
Bank loan drawdown
46,186
–
Bank loan repaid
(21,456)
–
Repurchase of ordinary shares into treasury
(16,160)
(9,978)
Dividends paid
9
(10,768)
(11,407)
Net cash outflow from financing activities
(2,198)
(21,385)
Increase in cash and cash equivalents
43,154
5,914
Cash and cash equivalents at the start of the year
(32,474)
(39,976)
Effect of foreign exchange rates on cash and cash equivalents
(247)
1,588
Cash and cash equivalents at the end of the year
12
10,433
(32,474)
The notes on pages 66 to 85 form part of these Financial Statements.
Cash Flow Statement
for the year ended 31 August 2024
66
International Biotechnology Trust plc
1.
Material accounting policies
The nature of the Company’s operations and its principal activities are set out in the Strategic Report and Directors’ Report.
The Company’s Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards and those parts
of the Companies Act 2006 (the “Act”) applicable to companies reporting under UK-adopted International Accounting Standards. These
comprise standards and interpretations approved by the International Accounting Standards Board (“IASB”) and International Accounting
Standards Committee (“IASC”), that remain in effect and to the extent that they have been adopted by the United Kingdom and the Listing Rules
of the FCA.
For the purposes of the Financial Statements, the results and financial position of the Company are expressed in pounds sterling, which is the
functional currency and the presentational currency of the Company.
Sterling is the functional currency because it is the currency which is most relevant to the majority of the Company’s shareholders and creditors
and the currency in which the majority of the Company’s operating expenses are paid.
All values are rounded to the nearest thousand pound (£’000) except where otherwise indicated.
The principal accounting policies followed, which have been applied consistently for all years presented, are set out below:
(a)
Basis of preparation
The Company’s Financial Statements have been prepared on a going concern basis (as set out on page 35) and under the historical cost
convention, as modified by the inclusion of investments at fair value through profit or loss.
Where presentational guidance set out in the Statement of Recommended Practice (the “SORP”) for investment trusts issued by The Association
of Investment Companies (the “AIC”) in November 2014 (and updated in July 2022) is consistent with the requirements of UK-adopted
International Accounting Standards, the Directors have sought to prepare the Financial Statements on a basis compliant with the
recommendations of the SORP.
The financial position of the Company as at 31 August 2024 is shown in the Statement of Financial Position on page 64. As at 31 August 2024,
the Company’s total assets exceeded its total liabilities by a multiple of over 11. The assets of the Company consist mainly of securities that are
held in accordance with the Company’s investment policy, as set out on page 26. The Directors have considered a detailed assessment of the
Company’s ability to meets its liabilities as they fall due. The assessment took account of the Company’s current financial position, its cash flows
and its liquidity position. In addition to the assessment, the Company carried out stress testing, which used a variety of falling parameters to
demonstrate the effects on the Company’s share prices and NAV.
In light of the results of these tests, the Company’s cash balances, and the liquidity position, the Directors consider that the Company has
adequate financial resources to enable it to continue in operational existence. The Directors expect shareholders to vote in favour of
continuation at the 2025 AGM. Accordingly, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing
the Company’s Financial Statements.
(b)
Presentation of the Statement of Comprehensive Income
In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary
information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented
alongside the Statement of Comprehensive Income.
The net loss after taxation in the revenue column is the measure the Directors believe appropriate in assessing the Company’s compliance with
certain requirements set out in Section 1158 of the Corporation Tax Act 2010 (“CTA”).
(c)
Presentation of the Cash Flow Statement
The presentation of the Cash Flow Statement, as permitted under IFRS, has been changed to present the ‘Net cash flows from operating
activities’ in a manner that is consistent with that of the other investment trusts managed by the AIFM. As a result, certain comparative
information was reclassified to conform with current year’s presentation. There is no change to the ‘Net cash inflow from operating activities’ or
the other sections of the Cash Flow Statement as presented in the previous year.
In addition, prior year borrowings, which included the overdraft facility with the previous custodian, were contained within cash and cash
equivalents. The repayment of this facility has not been included within financing activities but instead reflected as part of the overall movement
in cash and cash equivalents.
(d)
Income
Dividends receivable on equity shares are recognised as revenue for the year on an ex-dividend basis. Special dividends are treated as revenue
return or as capital return, depending on the facts of each individual case. Income from current asset investments is included in the revenue for
the year on an accruals basis and is recognised on a time apportionment basis.
Where the Company has elected to receive its dividends in the form of additional shares rather than cash, the amount of cash dividend
foregone is recognised as income in the revenue column of the Statement of Comprehensive Income. Any excess in the value of shares over the
amount of cash dividend foregone is recognised as a gain in the capital column of the Statement of Comprehensive Income.
Interest from fixed income securities is recognised on a time apportionment basis so as to reflect the effective yield on the fixed income
securities.
Deposit interest outstanding at the year end is calculated and accrued on a time apportionment basis using market rates of interest.
Notes to the Financial Statements
International Biotechnology Trust plc
67
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
(e)
Expenses and interest payable
Administrative expenses including the management fee and interest payable are accounted for on an accruals basis and are recognised when
they fall due.
All expenses and interest payable have been presented as revenue items except as follows:
–
Any performance fee payable is allocated wholly to capital, as it is primarily attributable to the capital performance of the Company’s
assets.
–
Transaction costs incurred on the acquisition or disposal of investments are expensed and included in the costs of acquisition or
deducted from the proceeds of sale as appropriate.
(f)
Taxation
Deferred tax is calculated in full, using the liability method, on all taxable and deductible temporary differences at the Statement of Financial
Position date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets
and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability settled, based on
tax rates and tax laws that have been enacted or substantively enacted at the Statement of Financial Position date.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the deductible
temporary differences can be utilised.
In line with the recommendations of the SORP, the allocation method used to calculate tax relief on expenses presented in the capital column of
the Statement of Comprehensive Income is the marginal basis. Under this basis, if taxable income is capable of being offset entirely by
expenses presented in the revenue column of the Statement of Comprehensive Income, then no tax relief is transferred to the capital column.
(g)
Non-current asset investments held at fair value
The Company holds three types of investments: direct investments in quoted companies; direct investments in unquoted companies; and
indirect investments held through venture funds.
Investments are recognised or derecognised on the trade date where a purchase or sale of an investment is under a contract whose terms
require delivery of the investment within the timeframe established by the market concerned.
On initial recognition all non-current asset investments are designated as held at fair value through profit or loss as defined by UK-adopted
International Accounting Standards. They are further categorised into the following fair value hierarchy:
–
Level 1:
Quoted prices (unadjusted) in active markets for identical assets or liabilities.
–
Level 2:
Having inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
–
Level 3:
Having inputs for the asset or liability that are not based on observable market data.
All non-current investments (including those over which the Company has significant influence) are measured at fair value with gains and losses
arising from changes in their fair value being included in net profit or loss for the year as a capital item.
Any gains and losses realised on disposal are recognised in the capital column of the Statement of Comprehensive Income.
Quoted investments
The fair value of quoted investments is either the bid price or the last traded price, depending on the convention of the exchange on which the
investment is quoted.
Unquoted investments
In respect of unquoted investments (excluding investments in the SV unquoted funds), or where the market for a financial instrument is not
active, fair value is established by the adviser using various valuation techniques, in accordance with the International Private Equity and Venture
Capital (“IPEV”) guidelines issued in December 2022 and Special Valuations Guidance issued in March 2020. These may include reference to
recent rounds of re-financing undertaken by investee companies involving knowledgeable parties, an earnings or multiple, a discounted
cashflow model or the present value of future milestone payments, all with reference to recent arm’s length market transactions between
knowledgeable parties, where available.
The valuations of the unquoted investments are assessed by the adviser to ensure that the fair value is fairly reflected and will be revalued
accordingly, driven by the underlying assumptions deriving the value including: the ability of portfolio company management to keep cash and
operating budgets; investor milestone targets; clinical trial data; progress of competitor products; performance of the investment and quality of
the management team; and the market for the product being developed; and the broad climate of the economies of the countries in which they
will likely be sold by reference to public stock market performance. Management scrutinises and challenges the assumptions, judgements and
valuation inputs used by the adviser on a quarterly basis.
Investment in unquoted funds
The Company receives formal quarterly reports from each of the private equity companies in which SV Fund VI and SV BCOF (the “SV unquoted
funds”) holds an investment. The value of the SV unquoted funds’ investment in these companies is reported in these quarterly reports. The
reports typically arrive within 60 days of the end of the quarter (90 days at calendar year end). As soon as a quarterly report is received by the
Company, the reported value of the SV unquoted funds is reflected in the NAV on the next NAV date.
1.
Material accounting policies continued
(g)
Non-current asset investments held at fair value continued
Investment in unquoted funds
continued
During the period between quarterly reports, the Company may be advised of a sale of a portfolio company (or its securities) held within one of
the funds at a different price from the last reported value in that quarterly report. As soon as the Company is informed of the completion of any
such transaction establishing a new value for the investment, the new NAV of that investment to the SV unquoted funds is reflected in the NAV
on the next NAV date. With respect to any investments within the SV unquoted funds for which there is a listed price, the Company revalues its
investment in the SV unquoted funds to take account of market movements in the underlying security. The listed price of these underlying
securities is monitored on a daily basis. Any price move in the SV unquoted funds’ underlying investments that materially impacts the Company’s
holding in the SV unquoted funds is immediately reflected in the NAV on the next NAV date. If there are no material movements, these
underlying securities are revalued on a monthly basis and immediately reflected in the NAV on the next NAV date.
The value of a fund investment used by the Company in determining the NAV is always based on the most current information known to the
Company on the NAV date.
(h)
Foreign currencies
Transactions involving currencies other than sterling are recorded at the exchange rate ruling on the transaction date.
At each Statement of Financial Position date, monetary items and non-monetary assets and liabilities that are fair valued, which are
denominated in foreign currencies, are translated at the closing rates of exchange. Foreign currency exchange differences arising on translation
are recognised in the Statement of Comprehensive Income. Exchange gains and losses on investments held at fair value through profit or loss
are included within “Gains/(losses) on investments held at fair value”.
(i)
Critical accounting estimates and judgements
The preparation of financial statements in conformity with UK-adopted International Accounting Standards requires the use of estimates and
judgements. These estimates and judgements affect the reported amounts of assets and liabilities at the reporting date. While estimates are
based on best judgement using information and financial data available, the actual outcome may differ from these estimates. The key sources
of estimation and uncertainty relate to the fair value of the unquoted investments.
Judgements
The Directors consider that the preparation of the Financial Statements involves the following key judgements:
(i)
The fair value of the unquoted investments.
The key judgements in the fair value process are:
(i)
The adviser’s (SV Health’s) determination of the appropriate application of the IPEV Valuation Guidelines (December 2022) and Special
Valuations Guidance (March 2020) to each unquoted investment; and
(ii)
The Directors’ consideration of whether each fair value is appropriate following detailed review and challenge. The judgement applied by
the adviser in the selection of the methodology used for determining the fair value of each unquoted investment can have a significant
impact upon the valuation.
Estimates
The key estimate in the Financial Statements is the determination of the fair value of the unquoted investments (excluding investments in the
SV unquoted funds) by SV Health for consideration by the Directors. This estimate is key as it significantly impacts the valuation of the unquoted
investments (excluding investments in the SV unquoted funds) at the Statement of Financial Position date. The fair value process involves
estimation using subjective inputs that are unobservable (for which market data is unavailable).
The main estimates involved in the selection of the valuation process inputs are:
(i)
The application of an appropriate discount factor to reflect macro-economic factors and the reduced liquidity of unquoted companies;
(ii)
The selection of an appropriate estimate of the probability of royalty income reflecting potential commercial uptake risk, competitor risk
and uncertainty around drug pricing; and
(iii)
The calculation of valuation adjustments derived from milestone achievement analysis incorporating the likelihood of clinical trial success.
Fair value estimates are cross-checked to alternative estimation methods where possible to improve the robustness of the estimate. As the
valuation outcomes may differ from the fair value estimates, a price sensitivity analysis is provided in Level 3 investments at fair value through
profit and loss – price risk sensitivity in note 19.7 on page 82 to illustrate the effect on the Financial Statements of an over or under estimation of
the significant observable inputs.
(j)
Other financial assets and liabilities
In the Cash Flow Statement, cash and cash equivalents includes cash in hand, short-term deposits and bank overdrafts. These are held for the
purpose of meeting short-term cash commitments rather than for investment or other purposes and cash balances are held at their fair value
(translated to sterling at the Statement of Financial Position date where appropriate).
Interest-bearing bank loans are initially recognised at cost, being the proceeds received net of direct issue costs, and subsequently at
amortised cost.
68
International Biotechnology Trust plc
Notes to the Financial Statements
continued
International Biotechnology Trust plc
69
(k)
Receivables
Other receivables do not carry any right to interest and are short term in nature. Accordingly they are stated at their nominal value (amortised
cost) reduced by appropriate allowances for estimated irrecoverable amounts.
(l)
Other payables
Other payables are not interest-bearing and are stated at their nominal amount (amortised cost). Where there are any long-term borrowings,
finance costs are calculated over the term of the debt on the effective interest basis.
(m)
Bank loans and finance costs
Interest-bearing bank loans are initially recognised at cost, being the proceeds received net of direct issue costs, and subsequently at amortised
cost. The amounts falling due for repayment within one year are included under current liabilities and more than one year under non-current
liabilities in the Statement of Financial Position.
Finance costs are calculated using the effective interest rate method and are accounted for on an accruals basis and, in line with the
management fee expense, are charged 100% to the revenue account of the Statement of Comprehensive Income.
(n)
Repurchase of ordinary shares (including those held in treasury) and subsequent reissues
The costs of repurchasing ordinary shares including related stamp duty and transaction costs are taken directly to equity and reported through
the Statement of Changes in Equity as a charge on the capital reserves.
The sales proceeds of treasury shares reissued are treated as a realised profit up to the amount of the purchase price of those shares and is
transferred to capital reserves. The excess of the sales proceeds over the purchase price is transferred to share premium.
Share purchase transactions are accounted for on a trade date basis. The nominal value of ordinary share capital repurchased and cancelled is
transferred out of called up share capital and into the capital redemption reserve. Where shares are repurchased and held in treasury, the
transfer to the capital redemption reserve is made if and when such shares are subsequently cancelled.
(o)
Dividend distributions
Dividend distributions to shareholders are recognised in the period in which they are paid.
(p)
Reserves
(i)
Capital redemption reserve:
The capital redemption reserve, which is non-distributable, holds the amount by which the nominal value of the Company’s issued share capital
is diminished when shares redeemed or purchased out of the Company’s distributable reserves are subsequently cancelled.
(ii)
Share premium account:
A non-distributable reserve, represents the amount by which the fair value of the consideration received exceeds the nominal value of shares
issued.
(iii)
Capital reserves:
When making a distribution to shareholders, the Directors determine profits available by reference to ‘Guidance on realised and distributable
profits under the Companies Act 2006’ issued by the Institute of Chartered Accountants in England and Wales and the Institute of Chartered
Accountants of Scotland in April 2017. The availability of distributable reserves in the Company is dependent on those dividends meeting the
definition of qualifying consideration within the guidance and on available cash resources of the Company and other accessible source of funds.
The distributable reserves are therefore subject to any future restrictions or limitations at the time such distribution is made.
The following are accounted for in this reserve and are distributable:
–
Gains and losses on the realisation of investments;
–
Realised investment holding gains and losses;
–
Foreign exchange gains and losses;
–
Performance fee;
–
Reissue of ordinary shares from treasury;
–
Repurchase of ordinary shares in issue; and
–
Dividends paid to shareholders.
Note: Unrealised unquoted holding gains are not distributable.
(iv)
Revenue reserve:
Comprises accumulated undistributed revenue profits and losses.
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
70
International Biotechnology Trust plc
1.
Material accounting policies continued
(q)
New and revised accounting standards
There were no new IFRSs or amendments to IFRSs applicable to the current year which had any significant impact on the Company’s Financial
Statements.
i)
The following new or amended standards became effective for the current annual reporting period and the adoption of the standards
and interpretations have not had a material impact on the Financial Statements of the Company.
Effective for periods commencing
Standards and Interpretations
on or after
ii)
At the date of authorisation of the Company’s Financial Statements, the following relevant standards that potentially impact the
Company are in issue but are not yet effective and have not been applied to the Financial Statements:
Effective for periods commencing
Standards and Interpretations
on or after
The Directors expect that the adoption of the standards listed above will have either no impact or that any impact will not be material on
the Financial Statements of the Company in future periods.
Amendments to IAS 1 Presentation of
Financial Statements:
–
Non-current Liabilities with
Covenants
–
Deferral of Effective Date
Amendment (published 15 July
2020)
Classification of Liabilities as Current or
Non-current (Amendments to IAS 1)
(publicised 23 January 2020)
The amendments clarify that only covenants
with which an entity must comply on or before
the reporting date will affect a liability’s
classification as current or non-current and the
disclosure requirement in the financial
statements for the risk that non-current
liabilities with covenants could become
repayable within twelve months.
1 January 2024
Supplier Finance Arrangements
(Amendments to IAS 7 and IFRS 7)
The amendments address the disclosure
requirements to enhance the transparency of
supplier finance arrangements and their effects
on a company’s liabilities, cash flows and
exposure to liquidity risk.
1 January 2024
International Tax Reform – Pillar Two
Model Rules (Amendments to IAS 12)
A mandatory temporary exception to the
accounting for deferred taxes arising from the
jurisdictional implementation of the Pillar Two
model rules; and disclosure requirements for
affected entities to help users of the financial
statements better understand an entity’s
exposure to Pillar Two income taxes arising
from that legislation, particularly before its
effective date.
1 January 2023
1 January 2023
Introduced the definition of accounting
estimates and included other amendments to
IAS 8 to help entities distinguish changes in
accounting estimates from changes in
accounting policy.
Definition of Accounting Estimates
(Amendments to IAS 8)
Disclosure of Accounting Policies
(Amendments to IAS 1 and IFRS
Practice Statement 2)
Requirement amended to disclose material
accounting policies instead of significant
accounting policies and provided guidance in
making materiality judgements to accounting
policy disclosure.
1 January 2023
Notes to the Financial Statements
continued
International Biotechnology Trust plc
71
2.
Gains on investments held at fair value through profit or loss
For the
For the
year ended
year ended
31 August
31 August
2024
2023
£’000
£’000
Gains on sales of investments based on historic cost
11,923
13,719
Amounts recognised in investment holdings losses in the previous year in respect of investments sold in the year
12,199
35,163
Gains on sales of investments based on the carrying value at the previous Statement of
Financial Position date
24,122
48,882
Net movement in investment holding gains
17,498
(39,276)
Gains on investments held at fair value through profit or loss
41,620
9,606
Gains attributable to:
Quoted investments
36,155
7,743
Unquoted investments
5,465
1,863
41,620
9,606
3.
Income
For the
For the
year ended
year ended
31 August
31 August
2024
2023
£’000
£’000
Income from investments:
UK dividends
146
22
Overseas dividends
899
818
1,045
840
Other income:
Deposit interest
218
23
Total income
1,263
863
4.
Management and performance fees
For the
For the
year ended
year ended
31 August
31 August
2024
2023
£’000
£’000
Management fee (allocated to revenue)
1,297
1,810
Performance fees (allocated to capital)
904
514
The basis for calculating the investment management fee and any performance fees are set out in the Directors’ Report on page 41.
Following the investments into the SV unquoted funds, the management fee is partially paid through the venture capital investments. Venture
capital fees paid through the investment in the SV unquoted funds in the year were £691,000 (2023: £791,000). The total management fee on
a comparative basis was £1,988,000 (2023: £2,601,000).
Refer to note 18, Transactions with the Manager and related party transactions on page 77, for further details.
5.
Administrative expenses
For the
For the
year ended
year ended
31 August
31 August
2024
2023
£’000
£’000
General expenses
723
1,086
Directors’ fees*
218
162
Company secretarial and administration fees
111
235
Auditors’ remuneration for audit services
1
77
76
1,129
1,559
1
There are no non-audit services performed by the auditors during the year (2023: None).
*As reported in the Chair’s Statement, a one off fee, amounting to £46,310 in total, was paid to the Directors following the completion of the change of Manager in
November 2023 to compensate the Directors for the considerable additional time and commitment associated with the transaction. Full details are provided in the
Directors’ Remuneration Report.
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
72
International Biotechnology Trust plc
6.
Finance costs
For the
For the
year ended
year ended
31 August
31 August
2024
2023
£’000
£’000
Interest on loan and overdraft
2,198
1,242
All finance costs are allocated 100% to revenue.
7.
Taxation
(a)
Analysis of the tax charge for the year
For the year ended 31 August 2024
For the year ended 31 August 2023
Revenue
Capital
Total
Revenue
Capital
Total
£’000
£’000
£’000
£’000
£’000
£’000
Irrecoverable overseas tax
135
–
135
122
–
122
Taxation for the year
135
–
135
122
–
122
The Company has no corporation tax liability for the year ended 31 August 2024 (2023: the same).
(b)
Factors affecting the tax charge for the year
The tax assessed for the year ending 31 August 2024 is lower (2023: lower) than the Company’s applicable rate of corporation tax for that year
of 25% (2023: 21.5%).
The factors affecting the tax charge for the year are as follows:
For the year ended 31 August 2024
For the year ended 31 August 2023
Revenue
Capital
Total
Revenue
Capital
Total
£’000
£’000
£’000
£’000
£’000
£’000
Net return/(loss) before taxation
(3,361)
42,372
39,011
(3,748)
10,683
6,935
Net return/(loss) before taxation multiplied by the Company’s
applicable rate of corporation tax for the year of 25% (2023: 21.5%)
(840)
10,593
9,753
(806)
2,297
1,491
Effects of:
Revenue not chargeable to corporation tax
(261)
–
(261)
(186)
–
(186)
Tax exempt capital returns on investments
–
(10,405)
(10,405)
–
(2,065)
(2,065)
Non taxable exchange gains
–
(414)
(414)
–
(342)
(342)
Non taxable expenses not utilised in the year
1,101
226
1,327
992
110
1,102
Irrecoverable overseas tax
135
–
135
122
–
122
Taxation for the year
135
–
135
122
–
122
(c)
Deferred taxation
The Company has an unrecognised deferred tax asset of £21,345,000 (2023: £18,937,000) based on a main rate of corporation tax of 25%
(2023: 25%). The main rate of corporation tax increased to 25% for fiscal years beginning on or after 1 April 2023.
The deferred tax asset has arisen due to the cumulative excess of deductible expenses over taxable income. Given the composition of the
Company’s portfolio, it is not likely that this asset will be utilised in the foreseeable future and therefore no asset has been recognised in the
Financial Statements.
Given the Company’s status as an investment trust company, no provision has been made for deferred tax on any capital gains or losses arising
on the revaluation or disposal of investments.
8.
(Loss)/earnings
For the
For the
year ended
year ended
31 August
31 August
2024
2023
£’000
£’000
Net revenue loss
(3,496)
(3,870)
Net capital profit
42,372
10,683
Total profit
38,876
6,813
Weighted average number of ordinary shares in issue during the year*
38,184,030
40,583,458
Revenue loss per share (pence)
(9.16)
(9.53)
Capital profit per share (pence)
110.97
26.32
Total earnings per share (pence)
101.81
16.79
*Excluding those ordinary shares held in treasury.
Notes to the Financial Statements
continued
International Biotechnology Trust plc
73
9.
Dividends paid
For the
For the
year ended
year ended
31 August
31 August
2024
2023
£’000
£’000
2024 First interim dividend paid of 13.90p per share (2023: 14.00p per share)
5,391
5,707
2024 Second interim dividend paid of 14.50p per share (2023: 14.20p per share)
5,377
5,700
Total dividends paid of 28.40p per share (2023: 28.20p per share)
10,768
11,407
Dividends are included in the Financial Statements in the year in which they are paid.
The Company is not required to pay a dividend under the requirements of Section 1158 CTA due to the negative accumulated balance on its
revenue reserve. The above dividends are paid out of the capital reserve.
10.
Investments held at fair value through profit or loss
(a)
Analysis of investments
31 August
31 August
2024
2023
£’000
£’000
Quoted overseas
270,883
276,642
270,883
276,642
Unquoted in the United Kingdom
8,813
5,630
Unquoted overseas
17,811
19,632
26,624
25,262
Valuation of investments
297,507
301,904
(b)
Movements on investments
For the
For the
year ended
year ended
31 August
31 August
2024
2023
£’000
£’000
Opening book cost
311,290
318,702
Opening investment holding losses
(9,386)
(5,273)
Opening fair value
301,904
313,429
Analysis of transactions made during the year
Purchases at cost
349,648
335,996
Sales proceeds
(395,665)
(357,127)
Gains on investments held at fair value through profit or loss
41,620
9,606
Closing fair value
297,507
301,904
Closing book cost
277,196
311,290
Closing investment holding gains/(losses)
20,311
(9,386)
Closing fair value
297,507
301,904
The Company received £395,665,000 (2023: £357,127,000) from disposal of investments in the year. The book cost of these investments when
they were purchased was £383,742,000 (2023: £343,408,000). These investments have been revalued over time and until they were sold any
unrealised gains/losses were included in the fair value of the investments.
The investment holding gains of £20,311,000 (2023: losses of £9,386,000) have not been further analysed between those amounts that are
distributable and those that are not distributable.
The following transaction costs, including stamp duty and broker commissions were incurred during the year:
For the
For the
year ended
year ended
31 August
31 August
2024
2023
£’000
£’000
On acquisitions
146
104
On disposals
122
112
268
216
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
74
International Biotechnology Trust plc
10.
Investments held at fair value through profit or loss continued
(c)
Significant undertakings
The Company has interests of 3% or more of any class of capital in the following investee companies.
Class
% of class
Country of
of share held
of share held
incorporation
Uniqure
Ordinary
3.02%
Netherlands
Karus Therapeutics*
Series B Pref
3.25%
UK
TopiVert*
Series A
12.01%
UK
TopiVert*
Series B
19.65%
UK
*This investment is currently in liquidation and the fair value of the holding has been fully written off.
The Company has a holding of 11.2% in the unquoted fund SV BCOF and 7.7% in the unquoted fund SV Fund VI which are both managed by
SV Health. These percentages are of the underlying fund share capital and not the NAV of the Company. The total invested in both funds to date
is $34.5 million (at cost). The investment is drawn and not committed.
Arrangements are in place to ensure there is no double charging of management fees.
(d)
Disposals of unquoted investments
There were no significant unquoted investment disposals during the year (2023: nil).
(e)
Significant changes in fair values of unquoted investments
During the year under review the following unquoted investments were written up/(down) by a significant extent (adjusted for currency
movements):
Write up/
Write up/
(down)
(down)
2024
2023
£’000
£’000
SV Fund VI*
(985)
(4,761)
SV BCOF*
3,233
1,788
*The movement in Fair Value (“FV”) was a combination of distributions from the above funds of £5.7 million (2023: £10.0 million), capital
contributions of £3.0 million (2023: £5.7 million), and foreign currency and FV gains of £5.0 million (2023: £1.3 million).
11.
Current assets
At
At
31 August
31 August
2024
2023
£’000
£’000
Receivables
Securities sold awaiting settlement
–
2,717
Dividends and interest receivable
109
2
Prepaid expenses
7
35
Tax recoverable
45
46
VAT recoverable
54
167
215
2,967
12.
Cash and cash equivalents
Cash and cash equivalents include the following for the purposes of the Statement of Cash Flows:
At
At
31 August
31 August
2024
2023
£’000
£’000
Cash at bank
10,433
—
Bank overdraft
–
(32,474)
Cash and cash equivalents
10,433
(32,474)
In the prior year the Company made use of the £55.0 million unsecured multi-currency overdraft facility. All cash balances were netted off
against the drawn facility to result in a net drawn overdraft balance. Following the change in custodian during the year, this facility closed and
the Company entered into a secured revolving credit facility with the Bank of Novia Scotia (see note 13).
Notes to the Financial Statements
continued
International Biotechnology Trust plc
75
13.
Current liabilities
At
At
31 August
31 August
2024
2023
£’000
£’000
Payables
Loan
22,827
–
Securities purchased awaiting settlement
1,872
143
Accrued expenses
1,191
1,190
Other
–
747
25,890
2,080
The Company arranged a £55 million secured credit facility revolving on a monthly basis with The Bank of Nova Scotia, effective from
16 November 2023. Interest is payable at the aggregate of the compounded Risk Free Rate (“RFR”) for the relevant currency and loan period,
plus a margin. Amounts are normally drawn down on the facility for a one month period, at the end of which it may be rolled over or adjusted.
As at 31 August 2024, the Company had a drawndown amount of US$30 million (£22.8 million) (2023: Nil) which carries an interest rate of 6.5%
per annum (2023: Nil). The revolving credit facility is secured on all of the Company's assets (except for level 3 assets) and undertakings both
present and future. The drawings are subject to covenants and restrictions which are customary for a facility of this nature and all of these have
been complied with.
14.
Capital commitments – contingent assets and liabilities
The Company made a $30.0 million commitment to SV Fund VI in 2016. Of this $30.0 million commitment, the Company has further
commitments of $3.0 million as at 31 August 2024 (2023: $4.1 million). The outstanding capital commitments are callable by SV Fund VI at
any time.
While the fund will no longer make new investments, additional follow on investments are likely to be made by the fund into its investee
companies.
The Company has a commitment of $30.0 million to SV BCOF (2023: $30.0 million). The Company made no further commitments in 2024 (2023:
$5.0 million). Of this commitment, the Company has further commitments of $21.5 million (including recallable distributions) as at 31 August
2024 (2023: $22.8 million).
15.
Share capital
At
At
31 August
31 August
2024
2023
£’000
£’000
Ordinary shares of 25p each, allotted, called-up and fully paid:
Opening balance of 39,318,183 (2023: 40,863,009) shares, excluding shares held in treasury
9,830
10,216
Repurchase of 2,483,273 (2023: 1,544,826) shares into treasury
(621)
(386)
Sub total of 36,834,910 (2023: 39,318,183) shares, excluding shares held in treasury
9,209
9,830
4,548,907 (2023: 2,065,634) shares held in treasury
1,137
516
Closing balance of 41,383,817 (2023: 41,383,817) shares
10,346
10,346
The ordinary shares rank pari passu
, and each share carries one vote. The ordinary shares held in treasury have no voting rights and are not
entitled to dividends. The nominal value of each share is 25p.
During the year, the Company purchased 2,483,273 of its own shares, nominal value of £621,000 to hold in treasury for a total consideration of
£16,160,000 representing 6.0% of the shares outstanding at the beginning of the year (including shares held in treasury). The reason for these
shares purchases was to seek to manage the volatility of the share price discount to net asset value per share.
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
76
International Biotechnology Trust plc
16.
Reserves
Capital reserves
Gains and
Investment
Capital
losses on
holding
Share
redemption
sales of
gains and
Revenue
premium
1
reserve
1
investments
2
losses
3
reserve
4
£’000
£’000
£’000
£’000
£’000
At 1 September 2023
29,873
31,482
258,533
(9,386)
(50,531)
Gains on sales of investments based on the carrying value at the
previous Statement of Financial Position date
–
–
24,122
–
–
Net movement in investment holding gains and losses
–
–
–
17,498
–
Transfer on disposal of investments
–
–
(12,199)
12,199
–
Realised exchange losses on cash and short-term deposits
–
–
(247)
–
–
Exchange gains on foreign currency loan
–
–
830
1,073
–
Performance fee allocated to capital
–
–
(904)
–
–
Share repurchases into treasury
–
–
(16,160)
–
–
Dividend paid
–
–
(10,768)
–
–
Net revenue loss for the year
–
–
–
–
(3,496)
At 31 August 2024
29,873
31,482
243,207
21,384
(54,027)
Capital reserves
Gains and
Investment
Capital
losses on
holding
Share
redemption
sales of
gains and
Revenue
premium
1
reserve
1
investments
2
losses
3
reserve
4
£’000
£’000
£’000
£’000
£’000
At 1 September 2022
29,873
31,482
265,122
(5,273)
(46,661)
Gains on sales of investments based on the carrying value at the
previous Statement of Financial Position date
–
–
48,882
–
–
Net movement in investment holding gains and losses
–
–
–
(39,276)
–
Transfer on disposal of investments
–
–
(35,163)
35,163
–
Realised exchange gains on cash and short-term deposits
–
–
1,591
–
–
Performance fee allocated to capital
–
–
(514)
–
–
Share repurchases into treasury
–
–
(9,978)
–
–
Dividend paid
–
–
(11,407)
–
–
Net revenue loss for the year
–
–
–
–
(3,870)
At 31 August 2023
29,873
31,482
258,533
(9,386)
(50,531)
1
These reserves are not distributable.
2
These are realised (distributable) capital reserves which may be used to repurchase the Company’s own shares or distributed as dividends.
3
This reserve comprises holding gains on liquid investments (which may be deemed to be realised) and other amounts which are unrealised. An analysis has not
been made between those amounts that are realised (and may be distributed as dividends or used to repurchase the Company’s own shares) and those that are
unrealised.
4
The revenue reserve may be distributed as dividends or used to repurchase the Company’s own shares (subject to being a positive balance). A negative revenue
reserve will reduce any distributable reserves available in the capital reserve.
17.
Net asset value per share
For the
For the
year ended
year ended
31 August
31 August
2024
2023
Net assets attributable to shareholders (£’000)
282,265
270,317
Shares in issue at year end
36,834,910
39,318,183
Net asset value per share (pence)
766.30
687.51
Notes to the Financial Statements
continued
International Biotechnology Trust plc
77
18.
Transactions with the Manager and related party transactions
(a)
Transactions with the AIFM/Investment Manager
With effect from 20 November 2023, Schroder Unit Trusts Limited (“SUTL”) has been appointed as the Company’s AIFM. SUTL agreed to waive its
management fee for the first six months from 20 November 2023, after which the management fee payable by the Company on its quoted
portfolio will be 0.7% per annum.
Details of the management and performance fee agreements are given in the Directors’ Report on page 41. The management fee payable in
respect of the year amounted to £1,988,000 (2023: £2,601,000) which includes £691,000 (2023: £791,000) paid to SV Health for the Company’s
investments into the SV unquoted funds. As at year end, £308,000 was outstanding to SUTL (2023: £122,000 to SV Health).
Details of the previous management fee arrangement with SV Heath are given in the Directors’ Report on page 41 of the Annual Report for the
year ended 31 August 2023.
At
At
31 August
31 August
2024
2023
£’000
£’000
Fees paid to the investment manager/adviser:
Management fee paid by the Company directly to SUTL
498**
–
Management fee paid through unquoted funds to SV Health
154
791
Adviser fee paid through unquoted funds to SV Health
537
–
Management fee paid by the Company directly to SV Health
799*
1,810
Accounting and administration fee payable by the Company directly to SUTL
78
–
Total
2,066
2,601
*Includes a termination fee of £289,439 paid to SV Health.
**Reflects SUTL agreed waiver of six months management fees from 20 November 2023 to 20 May 2024 under the terms of the new AIFM agreement.
A performance fee of £904,000 was payable for the year ended 31 August 2024 (2023: £514,000). Of the £904,000 payable, £35,000 was
outstanding to SV Health and £693,000 was outstanding to SUTL at the year end. £176,000 was paid to SV Health before the Company
transitioned to SUTL.
Under the terms of the new AIFM, SUTL is entitled to receive an annual fee of £100,000 in respect of the accounting and administration services
it provides to the Company. The administration fee payable in respect of the period under SUTL was £78,000 of which £17,000 was outstanding
at the year end.
SV Health will continue to provide ongoing investment management assistance to the Company in respect of the exited investments with
contingent milestones, the exited investments in liquidation and the directly held unquoted investments in consideration for payment of
a performance fee on the same terms as previously set out in the Directors’ Report on page 41 of the Annual Report for the year ended
31 August 2023.
(b)
Related party transactions
The Directors of the Company are key management personnel. The total remuneration payable to Directors in respect of the year ended
31 August 2024 was £218,000 (2023: £162,000) of which £27,000 (2023: £nil) was outstanding at the year end.
This includes a one off fee of £47,000 for the additional work in relation to the change of AIFM.
19.
Financial instruments
Risk management policies and procedures
The Company’s financial assets and liabilities, in addition to short-term debtors and creditors and cash, comprise financial instruments which
include investments in equity.
The holding of securities, investment activities and associated financing undertaken pursuant to the investment policy involve certain inherent
risks. Events may occur that would result in either a reduction in the Company’s net assets or a reduction of the total return.
The main risks arising from the Company’s pursuit of its investment objective are those that affect stock market levels: market risk, credit risk
and liquidity risk. In addition, there are specific risks inherent in investing in the biotechnology sector. The Board reviews and agrees policies for
managing these risks, as summarised below. These policies have remained substantially unchanged throughout the current and preceding
year. In assessing any changes to these risks, the Board considered changes in the economic and geopolitical climate, including the resurgence
of the conflict in the Middle East; the continuing war in Ukraine and the increasingly tense relations between the US and China, and noted that it
did not have a significant impact on the risk management policies for the year end 31 August 2024.
19.1
Market risk
The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. This
market risk comprises three elements - price risk, currency risk and interest rate risk. The Portfolio Managers assess the exposure to market risk
when making each investment decision, and monitor the overall level of market risk on the whole of the investment portfolio on an ongoing
basis.
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
78
International Biotechnology Trust plc
19.
Financial instruments continued
Risk management policies and procedures
continued
19.1
Market risk continued
(a)
Price
risk
The Company is an investment company and as such its performance is dependent on the valuation of its investments. A breakdown of the
investment portfolio is given on pages 22 to 24. Market price risk arises mainly from uncertainty about future prices of the financial instruments
held.
Management of the risk
The Board regularly considers the asset allocation of the portfolio as part of the process of managing the risks associated with the
biotechnology sector, described in greater detail in the section on specific risk (note 19.4), whilst continuing to follow the investment objective.
It is not the Company’s current policy to use derivative instruments to hedge the investment portfolio against market price risk.
Price risk exposure
At the year end, the Company’s assets exposed to market price risk were as follows:
At
At
31 August
31 August
2024
2023
£’000
£’000
Non-current asset investments at fair value through profit or loss
297,507
301,904
Total
297,507
301,904
The level of assets exposed to market price risk decreased by approximately 1.5% (2023: 3.7%) during the year, through a combination of
acquisitions and disposal of investments and changes in fair values.
Concentration of exposure to price risk
The Company currently holds investments in 83 (2023: 76) companies (excluding those valued at £nil), in a mixture of quoted and unquoted
investments in a variety of countries, which significantly spreads the risk of individual investments performing poorly and reduces the
concentration of exposure.
This includes the Company’s investment into SV Fund VI and SV BCOF as two unquoted holdings. However, SV Fund VI and SV BCOF have
13 and 7 companies, respectively, in their own portfolios. The classification of investments by sector is provided within the Investment Portfolio
section of the report.
Price risk sensitivity
The following table illustrates the sensitivity of the profit for the year and the equity to an increase or decrease of 10% (2023: 10%) in the fair
values of the Company’s investments. The Board believes that a 10% (2023: 10%) movement is sufficient to provide a reasonable range that
could have affected the investment valuations at the year end. This level of change is considered to be reasonably possible based on
observation of current market conditions and based on the average total share price percentage return over the last five years on the ‘10-Year
Financial Record’ page. The sensitivity analysis is based on the Company’s investments at each Statement of Financial Position date, with all
other variables held constant.
At 31 August 2024
At 31 August 2023
Increase in
Decrease in
Increase in
Decrease in
fair value
fair value
fair value
fair value
£’000
£’000
£’000
£’000
Effect on net revenue return
(208)
208
(272)
272
Effect on net capital return
29,751
(29,751)
30,190
(30,190)
Effect on total net return and net assets
29,543
(29,543)
29,918
(29,918)
(b)
Currency
risk
The Financial Statements of the Company are denominated in sterling. However, the majority of the Company’s assets and the total return are
denominated in US dollars, accordingly the total return and capital value of the Company’s investments can be significantly affected by
movements in foreign exchange rates. It is not the Company’s policy to hedge against foreign currency movement.
Management of the risk
The Manager monitors the Company’s exposure to foreign currencies on a daily basis, and reports to the Board on a regular basis.
Foreign currency exposure
The fair values of the Company’s monetary items that have foreign currency exposure at 31 August 2024 are shown below. Where the
Company’s equity investments (which are not monetary items) are priced in a foreign currency, they have been included separately in the
analysis so as to show the overall level of exposure.
Notes to the Financial Statements
continued
International Biotechnology Trust plc
79
At
At
31 August
31 August
2024
2023
£’000
£’000
Monetary (liabilities)/assets
Cash and cash equivalents:
US dollars
7,009
(32,084)
Short-term receivables:
US dollars
109
2,756
Danish krone
13
13
Short-term payables:
US dollars
(24,716)
(143)
Foreign currency exposure on net monetary items
(17,585)
(29,458)
Non-current asset investments held at fair value
US dollars
291,948
293,614
Euros
5,178
7,405
Swedish krona
–
454
Total net foreign currency exposure
279,541
272,015
At the year end, approximately 99.0% (2023: 100.6%) of the Company’s net assets were denominated in currencies other than sterling. This level
of exposure is broadly representative of the levels throughout the year.
Foreign currency sensitivity
The company measures foreign currency sensitivity by calculating the standard deviation of rates throughout the financial year. On this basis
sterling strengthened by 3.7% against the US dollar, by 1.7% against the Euro and by 1.8% against the Danish krone and weakened by 0.4%
against the Swiss franc and by 3.0% against Swedish krona (2023: strengthened 0.63%, 0.36%, 0.36%, 0.75% and 0.44% respectively). Given the
movements over the last two years, a change of 10% or even more is possible.
The following table illustrates the sensitivity of the profit after taxation for the year and the equity in regard to the Company’s financial assets
and financial liabilities, assuming a 10% (2023: 10%) change in exchange rates.
If sterling had weakened by 10% against the exposure currencies, with all other variables held constant, this would have affected Company net
assets and net profit for the year attributable to equity shareholders as follows:
At
At
31 August
31 August
2024
2023
£’000
£’000
US dollars
27,435
26,414
Euros
518
741
Danish krone
1
1
Swedish krona
–
45
27,954
27,201
If sterling had strengthened by 10% against the exposure currencies, with all other variables held constant, this would have affected Company
net assets and net profit after taxation attributable to equity Shareholders as follows:
At
At
31 August
31 August
2024
2023
£’000
£’000
US dollars
(27,435)
(26,414)
Euros
(518)
(741)
Danish krone
(1)
(1)
Swedish krona
–
(45)
(27,954)
(27,201)
In the opinion of the Directors, the above sensitivity analyses are not necessarily representative of the year as a whole, since the level of
exposure changes as part of the currency risk management process used to meet the Company’s objectives.
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
80
International Biotechnology Trust plc
19.
Financial instruments continued
Risk management policies and procedures
continued
19.1
Market risk continued
(c)
Interest
rate
risk
The Company will be affected by interest rate changes as it holds interest-bearing financial assets and liabilities. Interest rate changes will also
have an impact on the valuation of investments, although this forms part of price risk, which is considered separately above.
Management of the risk
Interest rate risk is limited by the Company’s financial structure with operations mainly financed through the share capital, share premium and
retained reserves. The majority of the Company’s financial assets are, under normal circumstances, equity shares and other investments which
neither pay interest nor have a stated maturity date. Liquidity and loan facilities are managed with the aim of increasing returns for
shareholders.
In the normal course of business, the Company’s policy is to be fully invested and, other than as arising from the timing of investment
transactions, the cash holding is kept to a minimum.
It is not the Company’s policy to use derivative instruments to mitigate interest rate risk, as the Board believes that the effectiveness of such
instruments does not justify the costs involved.
Interest rate exposure
The exposure of financial assets and financial liabilities to floating rates, giving cash flow interest risk when rates are re-set, is shown below:
At
At
31 August
31 August
2024
2023
£’000
£’000
Exposure to floating interest rates:
Cash and cash equivalents
10,433
(32,474)
Other payables: drawings on credit facility
(22,827)
–
Total exposure
(12,394)
(32,474)
See notes 12 and 13 for details of the secured revolving credit facility, the prior year overdraft, and the respective interest rates.
The above year end amounts are not representative of the exposure to interest rates during the year as the level of cash balances and drawings
on the secured credit facility have fluctuated. The maximum and minimum net interest rate exposure during the year has been as follows:
At
At
31 August
31 August
2024
2023
£’000
£’000
Maximum interest rate exposure during the year - net debt
(34,101)
(32,474)
Maximum/minimum interest rate exposure during the year - net cash/(debt)
117
(24,193)
Interest rate sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and net assets to a 3.0% (2023: 3.0%) increase or decrease in
interest rates in regards to the Company’s monetary financial assets and financial liabilities. This level of change is considered to be a reasonable
illustration based on observation of current market conditions. The sensitivity analysis is based on the Company’s monetary financial
instruments held at the Statement of Financial Position date with all other variables held constant.
At 31 August 2024
At 31 August 2023
3%
3%
3%
3%
increase
decrease
increase
decrease
in rate
in rate
in rate
in rate
£’000
£’000
£’000
£’000
Effect on net revenue return
(372)
372
(974)
974
Effect on net capital return
–
–
–
–
Effect on total net return
(372)
372
(974)
974
In the opinion of the Directors, this sensitivity analysis may not be representative of the Company’s future exposure to interest rate changes due
to fluctuations in the level of cash balances and drawings on the secured credit facility.
(d)
Loss
of
investor appetite
Loss of investor appetite risk is the risk that there will be a loss of investor appetite for investing in the sector as a result of political conditions,
including FDA and FTC policy, or declining interest in IPOs.
Notes to the Financial Statements
continued
International Biotechnology Trust plc
81
Management of the risk
Loss of investor appetite risk is mitigated as the Portfolio Managers update the Board monthly and at each scheduled Board meeting on issues
pertinent to the portfolio and the biotechnology sector generally, including expected future drivers.
Loss of investor appetite risk exposure
As an investment trust that invests in the biotechnology sector the Company has a moderate loss of investor appetite risk exposure.
19.2
Credit risk
Credit risk is the exposure to loss from failure of a counterparty to deliver securities or cash for acquisitions or disposals of investments.
Additionally, the Company has funds on deposit with banks or in money market funds. HSBC Bank plc is the Custodian of the Company’s assets.
The Company’s investments are held in accounts which are segregated from the Custodian’s own trading assets. If the Custodian were to be
become insolvent, the Company’s right of ownership is clear and they are therefore protected. However, cash balances deposited with the
Custodian may be at risk in this instance, as the Company would rank alongside other creditors.
Management
of
the risk
During the year the Company bought and sold investments only through brokers which had been approved by the Manager as acceptable
counterparties. In addition, limits are set as to the maximum exposure to any individual broker that may exist at any time. These limits are
reviewed regularly.
Cash balances will only be deposited with reputable banks with high quality credit ratings.
Credit
risk
exposure
At
At
31 August
31 August
2024
2023
£’000
£’000
Sales awaiting settlement
–
2,717
Accrued income
109
2
Cash at bank
10,433
–
10,542
2,719
All of the above financial assets are current, their fair values are considered to be the same as the values shown and the likelihood of a material
credit default is considered to be low.
None of the Company’s financial assets are past due or impaired.
19.3
Liquidity risk
Liquidity risk is the possibility of failure of the Company to realise sufficient assets to meet its financial liabilities.
Management
of
the risk
Liquidity and cash flow risk are mitigated as the Portfolio Managers aim to hold sufficient Company assets in the form of readily realisable
securities which can be sold to meet funding commitments as necessary. In addition, the Company has a secured credit facility with The Bank of
Nova Scotia, London Branch of £55.0 million (2023: Overdraft facility – Northern Trust Bank $55.0 million).
It should be noted, however, that investments in unquoted securities will not be readily realisable. Furthermore, even where the Company holds
an investment in quoted securities, the Company may be restricted in its ability to trade that investment either because the investment
becomes subject to restrictions when the company concerned becomes publicly quoted or, at certain times, as a consequence of the Company
being privy to confidential price sensitive information as a result of the Portfolio Managers’ active involvement in that company.
Liquidity
risk
exposure
As an investment trust, the Company has limited liquidity risk. In any event, the Company estimates it could liquidate 87% (2023: 56%) of the
portfolio within five days if required. A summary of the Company’s financial liabilities is provided in sub-note 19.6.
19.4
Sector specific risk
As well as the general risk factors outlined above, investing in the biotechnology sector carries some particular risks:
(a)
the stock prices of publicly quoted biotechnology companies have been characterised by periods of high volatility;
(b)
a significant proportion of the Company’s investments will be in companies whose securities are not publicly traded or freely marketable
and may, therefore, be difficult to realise. In addition, there are inherent difficulties in valuing unquoted investments and the realisations
from sales of investments could be less than their carrying value;
(c)
biotechnology companies typically have a limited product range and those products may be subject to extensive government regulation.
Obtaining necessary approval for new products can be a lengthy process, which is expensive and uncertain as to outcome;
(d)
technological advances can render existing biotechnology products obsolete;
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
82
International Biotechnology Trust plc
19.
Financial instruments continued
Risk management policies and procedures
continued
19.4
Sector specific risk continued
(e)
intense competition exists in certain product areas in relation to obtaining and sustaining proprietary technology protection and the
complex nature of the technologies involved can lead to patent disputes;
(f)
certain biotechnology companies may be exposed to potential product liability risks, particularly in relation to the testing, manufacturing
and sales of healthcare products;
(g)
biotechnology companies spend a considerable proportion of their resources on R&D, which may be commercially unproductive or require
the injection of further funds to exploit the results of their work; and
(h)
the growing cost of providing healthcare has placed financial strains on governments, insurers, employers and individuals, all of whom are
searching for ways to reduce costs. As a result, certain areas may be affected by price controls and reimbursement limitations.
19.5
Fair values of financial assets and financial liabilities
All financial assets and liabilities are either carried in the Statement of Financial Position at fair value or the Statement of Financial Position
amount is a reasonable approximation of fair value. The fair value of quoted shares and securities is based on the bid price or last traded price,
depending on the convention of the exchange on which the investment is quoted.
Unquoted investments are valued in accordance with IPEVC Guidelines. The methods commonly used to value unquoted securities are stated in
accounting policy 1(f).
19.6
Summary of financial assets and financial liabilities by category
The carrying amounts of the Company’s financial assets and financial liabilities as recognised at the Statement of Financial Position date of the
reporting periods under review are categorised as follows:
Financial
assets
At
At
31 August
31 August
2024
2023
£’000
£’000
Financial assets at fair value through profit or loss:
Non-current asset investments – designated as such on initial recognition
297,507
301,904
Cash and receivables:
Current assets:
Receivables
215
2,967
Cash at bank
10,433
–
10,648
2,967
Financial
liabilities
At
At
31 August
31 August
2024
2023
£’000
£’000
Measured at amortised cost
Creditors: amounts falling due within one month:
Purchases awaiting settlement
1,872
143
Loan
22,827
–
Bank overdraft
–
32,474
Accruals
1,191
1,190
Payables
–
747
25,890
34,554
Note: Amortised cost is the same as the carrying value shown above.
19.7
Disclosures regarding financial instruments measured at fair value
The Company’s portfolio of investments, which may comprise investments in quoted equities and unquoted holdings, are carried in the
Statement of Financial Position at fair value. Other financial instruments held by the Company may comprise amounts due to or from brokers,
dividends and interest receivable, accruals, cash at bank and drawings on the secured credit facility.
For these instruments, the Statement of Financial Position amount is a reasonable approximation of fair value.
The investments are categorised into a hierarchy comprising the following three levels:
Level 1 – valued using quoted prices in active markets.
Level 2
– valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.
Notes to the Financial Statements
continued
International Biotechnology Trust plc
83
Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data.
Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value
measurement of the relevant asset.
Details of the valuation techniques used by the Company are given in the accounting policies noted on page 67.
(i)
Financial
assets
at fair value through profit or loss
At 31 August 2024
Total
Level 1
Level 2
Level 3
£’000
£’000
£’000
£’000
Equity investments
297,507
270,883
–
26,624
297,507
270,883
–
26,624
At 31 August 2023
Total
Level 1
Level 2
Level 3
£’000
£’000
£’000
£’000
Equity investments
301,904
276,642
–
25,262
301,904
276,642
–
25,262
There were no transfers between levels 1, 2 or 3 during the period (2023: Same). A reconciliation of fair value measurements in Level 3 is set out
below.
(ii)
Level
3
investments at fair value through profit or loss
At
At
31 August
31 August
2024
2023
£’000
£’000
Opening valuation
25,262
27,958
Capital contributions
2,995
–
Distributions
(7,098)
(4,665)
Total gains included in the Statement of Comprehensive Income
– on assets realised
(843)
2,693
– on assets held at the year end
6,308
(724)
Closing valuation
26,624
25,262
(iii)
Level
3
investments at fair value through profit and loss – price risk sensitivity
Investments are reported at their fair values. A full list of the Company’s investments is given on pages 22 to 24. As at 31 August 2024, 95.97%
of the Company’s net assets (including cash and net liabilities) are invested in level 1 investments and 9.43% of Company’s net assets are
invested in level 3.
The fair value of level 3 investments is influenced by the estimates, assumptions and judgements made in the valuation process. A sensitivity
analysis is provided below which recognises that the valuation methodologies used involve different levels of subjectivity in their inputs in
respect of unquoted investments (excluding investments in SV unquoted funds). The SV unquoted funds do not have significant unobservable
inputs used in the determination of their fair value, as described in note 1(g). No key estimates or assumptions have been applied to the
valuation of SV Fund VI and SV BCOF between the date of the last quarterly report received and 31 August 2024.
Year ended 31 August 2024*
Effect of reasonably possible alternative assumptions
Fair value
Significant
Favourable impacts
Unfavourable impacts
Valuation techniques**
£’000
unobservable inputs**
£’000
£’000
Discounted future cash flows
4,382***
Probability estimate of royalty income
438
(438)
Discount rate
157
(148)
Present value of future milestone
309
Probability estimate of milestone achievement
31
(31)
payments
Discount rate
4
(4)
Calibration price of recent investment
341
Calibration price of recent investment
34
(34)
5,032
664
(655)
Net asset value
40
No significant judgements applied
–
–
5,072
664
(655)
*Investments in the table above have been valued by the adviser for the unquoted portfolio.
**Excludes investments in SV unquoted funds.
***Ikano Therapeutics.
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
84
International Biotechnology Trust plc
19.
Financial instruments continued
Risk management policies and procedures
continued
19.7
Disclosures regarding financial instruments measured at fair value continued
(iii)
Level
3
investments at fair value through profit and loss – price risk sensitivity
continued
Year ended 31 August 2023
Effect of reasonably possible alternative assumptions
Fair value
Significant
Favourable impacts
Unfavourable impacts
Valuation techniques*
£’000
unobservable inputs*
£’000
£’000
Discounted future cash flows
4,635**
Probability estimate of royalty income
471
(471)
Discount rate
203
(191)
Present value of future milestone
892
Probability estimate of milestone achievement
32
(29)
payments
Discount rate
1
(1)
Calibration price of recent investment
341
Calibration price of recent investment
34
(34)
5,868
741
(726)
Net asset value
90
No significant judgements applied
–
–
5,958
741
(726)
*Excludes investments in SV unquoted funds.
**Ikano Therapeutics.
*Significant unobservable inputs
The significant unobservable inputs applicable to each type of valuation technique will vary dependent on the particular circumstances of each
unquoted company valuation. An explanation of each of the significant unobservable inputs is provided below and includes an indication of the
range in value for each input, where relevant. The assumptions made in the production of the inputs are described in note 1(g) on page 67.
Probability estimate of royalty income
The probability estimate of royalty income is a key variable input in the discounted future cash flow valuation technique used by the adviser and
further probability adjusted at 80% (2023: 85%) of the calculated net present value. It represents the potential commercial uptake risk,
competitor risk and uncertainty around drug pricing. To factor in the uncertainty surrounding the probability estimate of royalty income, the
input has been stressed by a factor of +/- 10%. Management is comfortable with the adviser’s assessment that the largest differential in the flux
of the valuations would be 10%.
Probability estimate of milestone achievement
The probability estimate of milestone achievement is a key variable input in the present value of future milestone payments valuation technique
used by the adviser and represents the potential risk that commercial milestones are not achieved/not achieved in accordance with the estimated
timeline. To factor in the uncertainty surrounding the probability estimate of milestone achievement, the input has been stressed by a factor of
+/– 10%. Management is comfortable with the adviser’s assessment that the largest differential in the flux of the valuations would be 10%.
Discount rate
The application of a risk adjusted discount rate (13.5% for Ikano Therapeutics (2023: 12.5%)) has been applied by the adviser to discounted
future cash flow and present value of future milestone payments valuation techniques. The discount rate takes into account the macro market
risk and the liquidity premium. To factor in the uncertainty surrounding the discount rate, the input has been stressed by +/- 2%. Management is
comfortable with the adviser's assessment that the largest differential in the flux of the valuations would be 2%.
Calibration price of recent investment
The fair values of the underlying investments are based on the calibration price but remain unadjusted from the recent price of the investment.
To factor in the uncertainty surrounding the selection of calibration price, the fair value of the investment at the reporting date has been
stressed by +/– 10%.
Notes to the Financial Statements
continued
International Biotechnology Trust plc
85
19.8
Capital management policies and procedures
The Company’s objectives, policies and processes for managing capital are unchanged from the preceding year.
The Company’s debt and capital structure comprises the following:
At
At
31 August
31 August
2024
2023
£’000
£’000
Debt
Loan
22,827
–
Bank overdraft
–
32,474
Total debt
22,827
32,474
Equity
Share capital
10,346
10,346
Reserves
271,919
259,971
Total equity
282,265
270,317
Total debt and equity
305,092
302,791
The Company’s capital management objectives are to ensure that it will continue as a going concern and to maximise total return to its equity
Shareholders through an appropriate level of gearing.
The Board’s policy is to limit gearing to 30%. Gearing for this purpose is defined as borrowings used for investment purposes, less cash,
expressed as a percentage of net assets.
At
At
31 August
31 August
2024
2023
£’000
£’000
Borrowings used for investment purposes, including cash
12,394
32,474
Net assets
282,265
270,317
Gearing
4.4%
12.0%
The Board, with the assistance of the Manager, monitors and reviews the broad structure of the Company’s capital on an ongoing basis. This
review includes:
(i)
the planned level of gearing, which takes into account the Manager’s view of the market;
(ii)
the need to buyback the Company’s own shares for cancellation or to hold in treasury, which takes into account the share price
discount;
(iii)
the opportunities for issue of new shares or to reissue shares from treasury; and
(iv)
the amount of dividend to be paid, in excess of that which is required to be distributed.
20.
Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief
operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been
identified as the Board.
The Board is of the opinion that the Company is engaged in a single segment of business, namely the investment in biotechnology and other
life sciences companies in accordance with the Company’s investment objective, and consequently no segmental analysis is provided.
21
Post statement of financial position events
After the year end and up to 1 November 2024, 386,604 ordinary shares were bought back to be held in treasury. Following the buy backs, the
total number of shares in issue was 41,383,817 of which 4,935,511 were held in treasury.
No other significant events occurred after the end of the reporting period to the date of this Report requiring disclosure.
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
86
Schroder
Asian Total Return Investment Company plc
87
Other
Information
(Unaudited)
Other Information (Unaudited)
Annual General Meeting – Recommendations
88
Notice of Annual General Meeting
89
Explanatory Notes to the Notice of Meeting
90
Definitions of Terms and Alternative
Performance Measures
93
Shareholder Information
95
Information about the Company
97
88
International Biotechnology Trust plc
The Annual General Meeting (“AGM”) of the Company will be
held on Monday, 9 December 2024 at 12.00 noon. The formal
Notice of Meeting is set out on page 89.
The following information is important and requires your
immediate attention. If you are in any doubt about the action
you should take, you should consult an independent financial
adviser, authorised under the Financial Services and Markets
Act 2000. If you have sold or transferred all of your ordinary
shares in the Company, please forward this document with its
accompanying form of proxy at once to the purchaser or
transferee, or to the stockbroker, bank or other agent through
whom the sale or transfer was effected, for onward transmission
to the purchaser or transferee.
Ordinary business
Resolutions 1 to 12 are all ordinary resolutions. Resolution 1 is
a required resolution. Resolution 2 invites shareholders to approve
the Company’s dividend policy. Resolution 3 concerns the Directors’
Remuneration Report, on pages 50 to 53 and Resolution 4 is a
binding vote to approve the amended Directors’ Remuneration Policy
as set out on page 50.
Resolutions 5 to 9 invite shareholders to re-elect each of the Directors
for another year, following the recommendations of the Nomination
Committee, set out on pages 48 and 49 (the Directors’ biographies
are set out on pages 38 and 39). Resolutions 10 and 11 concern the
re-appointment and remuneration of the Company’s auditors,
discussed in the Audit Committee Report on pages 43 to 46.
Special business
Resolution 12 – Directors’ authority to allot shares
(ordinary resolution) and resolution 13 – power to
disapply pre-emption rights (special resolution)
The Directors are seeking authority to allot a limited number of
unissued ordinary shares for cash without first offering them to
existing shareholders in accordance with statutory pre-emption
procedures.
Appropriate resolutions will be proposed at the forthcoming AGM and
are set out in full in the Notice of AGM. An ordinary resolution will be
proposed to authorise the Directors to allot shares up to a maximum
aggregate nominal amount of £911,207 (being 10% of the issued
share capital (excluding any shares held in treasury) as at 1 November
2024).
A special resolution will be proposed to authorise the Directors to
allot shares up to a maximum aggregate nominal amount of
£911,207 (being 10% of the issued share capital as at 1 November
2024) on a non pre-emptive basis. This authority includes shares that
the Company sells or transfers that have been held in treasury. The
Directors do not intend to allot ordinary shares or sell treasury shares,
on a non-pre-emptive basis, pursuant to this authority other than to
take advantage of opportunities in the market as they arise and only if
they believe it to be advantageous to the Company as a whole. Shares
issued or treasury shares reissued, under this authority, will be at
a price that is equal to or greater than the Company’s NAV per share,
plus any applicable costs, as at the latest practicable date before the
allotment of such shares.
If approved, both of these authorities will expire at the conclusion of
the AGM in 2025 unless renewed, varied or revoked earlier.
Resolution 14 – authority to make market purchases of
the Company’s own shares (special resolution)
At the AGM held on 12 December 2023, the Company was granted
authority to make market purchases of up to 5,851,887 ordinary
shares of 25p each for cancellation or holding in treasury. 2,435,301
shares have been bought back under this authority and the Company
therefore has remaining authority to purchase up to 3,416,586
ordinary shares. This authority will expire at the forthcoming AGM.
The Directors believe it is in the best interests of the Company and its
shareholders to have a general authority for the Company to buy
back its ordinary shares in the market as they keep under review the
share price discount to NAV. A special resolution will be proposed at
the forthcoming AGM to give the Company authority to make market
purchases of up to 14.99% of the ordinary shares in issue as at
1 November 2024 (excluding treasury shares). The Directors will
exercise this authority to buy back shares only when the share price is
at a discount to the Company’s NAV and only if the Directors consider
that any purchase would be for the benefit of the Company and its
shareholders, taking into account relevant factors and circumstances
at the time. Any shares so purchased would be cancelled or held in
treasury for potential reissue.
If renewed, this authority will lapse at the conclusion of the AGM in
2025 unless renewed, varied or revoked earlier.
Resolution 15 – amendments to the Articles of
Association (special resolution)
Resolution 15, which will be proposed as a special resolution, seeks
shareholder approval to adopt new Articles of Association (the
“New Articles”) in order to update the Company’s current Articles of
Association (the “Existing Articles”). The changes introduced in the
New Articles are primarily to reflect developments in market practice
and changes in law and regulation, for instance enabling the
Company to hold hybrid general meetings (including annual general
meetings) in the future, and in response to the introduction of
international tax regimes requiring the exchange of information.
The principal changes introduced in the New Articles are summarised
in the appendix to the AGM Notice (page 92 of this document). Other
changes, which are of a minor, technical or clarificatory nature, have
not been summarised in the appendix. The New Articles, together
with a marked up version of the New Articles showing all of the
changes, are available for inspection on the Company’s web pages at
www.ibtplc.com and on the National Storage Mechanism, from the
date of this document until close of the AGM, and will also be
available for inspection at the venue of the Company’s AGM from
15 minutes before and during the AGM.
While the New Articles will allow for general meetings to be held and
conducted in such a way that persons who are not present together
at the same physical location may attend, speak and vote at the
meeting by electronic means, the Directors have no present intention
of holding hybrid meetings. These provisions will only be used where
the Directors consider it is in the best interests of shareholders for
a hybrid meeting to be held. Nothing in the New Articles will prevent
the Company from continuing to hold wholly physical general
meetings.
Resolution 16 – notice period for general meetings
(special resolution)
Resolution 16 set out in the Notice of AGM is a special resolution and
will, if passed, allow the Company to hold general meetings (other
than annual general meetings) on a minimum notice period of
14 clear days, rather than 21 clear days as required by the Companies
Act 2006. The approval will be effective until the Company’s next AGM
to be held in 2025. The Directors will only call general meetings on
14 clear days notice when they consider it to be in the best interests
of the Company’s shareholders and will only do so if the Company
offers facilities for all shareholders to vote by electronic means and
when the matter needs to be dealt with expediently.
Recommendations
The Board considers that the resolutions relating to the above items
of business are in the best interests of shareholders as a whole.
Accordingly, the Board unanimously recommends to shareholders
that they vote in favour of the resolutions to be proposed at the
forthcoming AGM, as they intend to do in respect of their own
beneficial holdings.
Annual General Meeting – Recommendations
International Biotechnology Trust plc
89
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
Notice is hereby given that the Annual General Meeting of
International Biotechnology Trust plc will be held on 9 December
2024 at 12.00 noon at 1 London Wall Place, London, EC2Y 5AU, to
consider and, if thought fit, to pass the following resolutions:
Ordinary business
To consider, and if thought fit, to pass the following resolutions 1 to
12 as ordinary resolutions of the Company:
Ordinary resolutions
1.
To receive the Directors’ Report and the audited Financial
Statements for the year ended 31 August 2024.
2.
To approve the Company’s dividend policy of making dividend
payments, equivalent to 4% of the Company’s NAV as at the last
day of the Company’s preceding financial year, through
two equal semi-annual distributions.
3.
To approve the Directors’ Remuneration Report for the year
ended 31 August 2024.
4.
To approve the Directors’ Remuneration Policy.
5.
To re-elect Gillian Elcock as a Director of the Company.
6.
To re-elect Kate Cornish-Bowden as a Director of the Company.
7.
To re-elect Caroline Gulliver as a Director of the Company.
8.
To re-elect Patrick Magee as a Director of the Company.
9.
To re-elect Patrick Maxwell as a Director of the Company.
10.
To re-appoint PricewaterhouseCoopers LLP as auditors to the
Company to hold office until the conclusion of the next Annual
General Meeting.
11.
To authorise the Directors to determine the remuneration of
the auditors.
Special business
To consider and, if thought fit, to pass the following resolutions of
which resolution 12 will be proposed as an ordinary resolution and
resolutions 13, 14, 15 and 16 will be proposed as special resolutions:
12.
THAT, in substitution for all existing authorities, the Directors be
generally and unconditionally authorised pursuant to
Section 551 of the Companies Act 2006 (the “Act”), to exercise
all the powers of the Company to allot relevant securities (within
the meaning of Section 551 of the Act) up to an aggregate
nominal amount of £911,207 (being 10% of the issued ordinary
share capital at 1 November 2024) for a period expiring (unless
previously renewed, varied or revoked by the Company in
general meeting) at the conclusion of the Annual General
Meeting of the Company in 2025, but that the Company may
make an offer or agreement which would or might require
relevant securities to be allotted after expiry of this authority
and the Board may allot relevant securities in pursuance of that
offer or agreement.
Special resolutions
13.
THAT, subject to the passing of resolution 12, as previously set
out, the Directors be and are hereby empowered, pursuant to
Section 571 of the Companies Act 2006 (the “Act”), to allot equity
securities (including any shares held in treasury) (as defined in
Section 560 (1) of the Act) pursuant to the authority given in
accordance with Section 551 of the Act by the said resolution 12
and/or where such allotment constitutes an allotment of equity
securities by virtue of Section 560 (2) of the Act as if Section 561
(1) of the Act did not apply to any such allotment, provided that
this power shall be limited to the allotment of equity securities
up to an aggregate nominal amount of £911,207 (representing
10% of the aggregate nominal amount of the share capital in
issue at 1 November 2024); and where equity securities are
issued pursuant to this power they will only be issued at a price
which is equal or greater than the Company’s NAV per share as
at the latest practicable date before the allotment; and provided
that this power shall expire at the conclusion of the next Annual
General Meeting of the Company but so that this power shall
enable the Company to make offers or agreements before such
expiry which would or might require equity securities to be
allotted after such expiry.
14.
THAT, the Company be and is hereby generally and
unconditionally authorised in accordance with Section 701 of
the Companies Act 2006 (the “Act”) to make market purchases
(within the meaning of Section 693 of the Act) of ordinary
shares of 25p each in the capital of the Company (“Share”) at
whatever discount the prevailing market price represents to the
prevailing net asset value per Share provided that:
(a)
the maximum number of Shares which may be purchased
is 5,463,602, representing 14.99% of the Company’s issued
ordinary share capital as at 1 November 2024 (excluding
treasury shares);
(b)
the maximum price (exclusive of expenses) which may be
paid for a Share shall not exceed the higher of;
i)
105% of the average of the middle market quotations
for the Shares as taken from the London Stock
Exchange Daily Official List for the five business days
preceding the date of purchase; and
ii)
the higher of the last independent bid and the highest
current independent bid on the London Stock
Exchange;
(c)
the minimum price (exclusive of expenses) which may be
paid for a Share shall be 25p, being the nominal value per
Share;
(d)
this authority hereby conferred shall expire at the
conclusion of the next Annual General Meeting of the
Company in 2025 (unless previously renewed, varied or
revoked by the Company prior to such date);
(e)
the Company may make a contract to purchase Shares
under the authority hereby conferred which will or may be
executed wholly or partly after the expiration of such
authority and may make a purchase of Shares pursuant to
any such contract; and
(f)
any Shares so purchased will be cancelled or held in
treasury.
15.
THAT, with effect from the end of the Annual General Meeting,
the Articles of Association, in the form produced to the
meeting, and initialled by the Chair for the purposes of
identification, be adopted as the Articles of Association of the
Company in substitution for, and to the exclusion of, the
existing Articles of Association of the Company.
16.
THAT, a general meeting (other than an annual general
meeting) may be called on not less than 14 clear days notice.
Notice of Annual General Meeting
By order of the Board
Schroder Investment Management Limited
Company Secretary
4 November 2024
Registered Office:
1 London Wall Place,
London EC2Y 5AU
Registered Number: 02892872
90
International Biotechnology Trust plc
1.
Ordinary shareholders are entitled to attend, ask questions and
vote at the meeting and to appoint one or more proxies, who
need not be a shareholder, as their proxy to exercise all or any of
their rights to attend, speak and vote on their behalf at the
meeting.
A proxy form is attached. If you wish to appoint a person other
than the Chair as your proxy, please insert the name of your
chosen proxy holder in the space provided at the top of the
form. If the proxy is being appointed in relation to less than your
full voting entitlement, please enter in the box next to the proxy
holder’s name the number of shares in relation to which they are
authorised to act as your proxy. If left blank your proxy will be
deemed to be authorised in respect of your full voting
entitlement (or if this proxy form has been issued in respect of
a designated account for a shareholder, the full voting
entitlement for that designated account). Additional proxy forms
can be obtained by contacting the Company’s Registrars, Equiniti
Limited, on 0371-384-2624. If calling from outside the UK, please
ensure the country code is used, or you may photocopy the
attached proxy form. Please indicate in the box next to the proxy
holder’s name the number of shares in relation to which they are
authorised to act as your proxy. Please also indicate by ticking
the box provided if the proxy instruction is one of multiple
instructions being given. Completion and return of a form of
proxy will not preclude a member from attending the Annual
General Meeting and voting in person.
On a vote by show of hands, every ordinary shareholder who is
present in person has one vote and every duly appointed proxy
who is present has one vote. On a poll vote, every ordinary
shareholder who is present in person or by way of a proxy has
one vote for every share of which he/she is a holder. Voting will
be by poll.
The “Vote Withheld” option on the proxy form is provided to
enable you to abstain on any particular resolution. However it
should be noted that a “Vote Withheld” is not a vote in law and
will not be counted in the calculation of the proportion of the
votes ‘For’ and ‘Against’ a resolution.
A proxy form must be signed and dated by the shareholder or
his or her attorney duly authorised in writing. In the case of joint
holdings, any one holder may sign this form. The vote of the
senior joint holder who tenders a vote, whether in person or by
proxy, will be accepted to the exclusion of the votes of the other
joint holder and for this purpose seniority will be determined by
the order in which the names appear on the Register of
Members in respect of the joint holding. To be valid, proxy
form(s) must be completed and returned to the Company’s
Registrars, Equiniti Limited, Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA, in the enclosed envelope
together with any power of attorney or other authority under
which it is signed or a copy of such authority certified notarially,
to arrive no later than 48 hours before the time fixed for the
meeting, or an adjourned meeting. Shareholders may also
appoint a proxy to vote on the resolutions being put to the
meeting electronically at www.sharevote.co.uk. Shareholders
who are not registered to vote electronically, will need to enter
the Voting ID, Task ID and Shareholder Reference ID set out in
their personalised proxy form.
Alternatively, shareholders who have already registered with
Equiniti’s Shareview service can appoint a proxy by logging onto
their portfolio at www.shareview.co.uk using their user ID and
password. Once logged in simply click “View” on the “My
Investments” page, click on the link to vote then follow the
on-screen instructions. The on-screen instructions give details on
how to complete the appointment process. Please note that to
be valid, your proxy instructions must be received by Equiniti no
later than 12.00 noon on 5 December 2024. If you have any
difficulties with online voting, you should contact the shareholder
helpline on 0371-384-2624. If calling from outside the UK, please
ensure the country code is used.
If an ordinary shareholder submits more than one valid proxy
appointment, the appointment received last before the latest
time for receipt of proxies will take precedence.
Shareholders may not use any electronic address provided either
in this Notice of Annual General Meeting or any related
documents to communicate with the Company for any purposes
other than expressly stated.
Representatives of shareholders that are corporations will have
to produce evidence of their proper appointment when
attending the Annual General Meeting.
2.
Any person to whom this notice is sent who is a person
nominated under section 146 of the Companies Act 2006 to
enjoy information rights (a “Nominated Person”) may, under an
agreement between him or her and the shareholder by whom
he or she was nominated, have a right to be appointed (or to
have someone else appointed) as a proxy for the Annual General
Meeting. If a Nominated Person has no such proxy appointment
right or does not wish to exercise it, he or she may, under any
such agreement, have a right to give instructions to the
shareholder as to the exercise of voting rights.
The statement of the rights of ordinary shareholders in relation
to the appointment of proxies in note 1 above does not apply to
Nominated Persons. The rights described in that note can only
be exercised by ordinary shareholders of the Company.
3.
Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, the Company has specified that only those
shareholders registered in the Register of members of the
Company at 6.30 p.m. on 5 December 2024, or 6.30 p.m.
two days prior to the date of an adjourned meeting, shall be
entitled to attend and vote at the meeting in respect of the
number of shares registered in their name at that time. Changes
to the Register of Members after 6.30 p.m. on 5 December 2024
shall be disregarded in determining the right of any person to
attend and vote at the meeting.
4.
CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so by
using the procedures described in the CREST manual. The CREST
manual can be viewed at www.euroclear.com. A CREST message
appointing a proxy (a “CREST proxy instruction”) regardless of
whether it constitutes the appointment of a proxy or an
amendment to the instruction previously given to a previously
appointed proxy must, in order to be valid, be transmitted so as
to be received by the issuer’s agent (ID RA19) by the latest time
for receipt of proxy appointments. If you are an institutional
Explanatory Notes to the Notice of Meeting
International Biotechnology Trust plc
91
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
investor, you may be able to appoint a proxy electronically via the
Proxymity platform, a process which has been agreed by the
Company and approved by the Registrar. For further information
regarding Proxymity, please go to www.proxymity.io. Your proxy
must be lodged by 12.00 noon on 5 December 2024 in order to
be considered valid. Before you can appoint a proxy via this
process you will need to have agreed to Proxymity’s associated
terms and conditions. It is important that you read these
carefully as you will be bound by them, and they will govern the
electronic appointment of your proxy.
5.
Copies of the terms of appointment of the non-executive
Directors and a statement of all transactions of each Director
and of their family interests in the shares of the Company, will be
available for inspection by any member of the Company at the
registered office of the Company during normal business hours
on any weekday (English public holidays excepted) and at the
Annual General Meeting by any attendee, for at least 15 minutes
prior to, and during, the Annual General Meeting. None of the
Directors has a contract of service with the Company.
6.
The biographies of the Directors offering themselves for
re-election are set out on pages 38 and 39 of the Company’s
Annual Report and Financial Statements for the year ended
31 August 2024.
7.
As at 1 November 2024, 41,383,817 ordinary shares of 25 pence
each were in issue (of which 4,935,511 ordinary shares were held
in treasury). Therefore the total number of voting rights of the
Company as at 1 November 2024 was 36,448,306.
8.
A copy of this Notice of meeting, which includes details of
shareholder voting rights, together with any other information as
required under Section 311A of the Companies Act 2006, is
available on the Company’s web pages, www.ibtplc.com.
9.
Pursuant to Section 319A of the Companies Act 2006, the
Company must cause to be answered at the Annual General
Meeting any question relating to the business being dealt with at
the Annual General Meeting which is put by a member attending
the meeting, except in certain circumstances, including if it is
undesirable in the interests of the Company or the good order of
the meeting that the question be answered or if to do so would
involve the disclosure of confidential information.
10.
Members satisfying the thresholds in section 527 of the
Companies Act 2006 can require the Company to publish
a statement on its web pages setting out any matter relating to:
(a)
the audit of the Company’s financial statements (including
the auditors’ report and the conduct of the audit) that are to
be laid before the Meeting; or
(b)
any circumstance connected with an auditor of the
Company ceasing to hold office since the last Annual
General Meeting, that the members propose to raise at the
Meeting. The Company cannot require the members
requesting the publication to pay its expenses. Any
statement placed on the web pages must also be sent to
the Company’s auditors no later than the time it makes its
statement available on the web pages. The business which
may be dealt with at the meeting includes any statement
that the Company has been required to publish on its web
pages.
11.
The Company’s privacy policy is available on its web pages:
www.ibtplc.com. Shareholders can contact Equiniti for details of
how Equiniti processes their personal information as part of the
Annual General Meeting.
92
International Biotechnology Trust plc
Under special resolution 15, the Company is proposing to adopt new
Articles of Association (the “New Articles”) to replace its current
Articles of Association (the “Existing Articles”). Set out below is
a summary of the principal changes.
Set out below is a summary of the principal changes. Other changes,
which are of a minor, technical or clarificatory nature, have not been
summarised below. The New Articles, together with a marked up
version of the New Articles showing all of the changes, are available
for inspection on the Company’s web pages at www.ibtplc.com and
on the National Storage Mechanism, from the date of this document
until close of the AGM, and will also be available for inspection at the
venue of the Company’s AGM from 15 minutes before and during the
AGM.
General meetings
The New Articles provide that the Company may hold general
meetings (including annual general meetings) in such a way that
enables members to attend and participate in the business of the
meeting by attending a physical location or by attending
electronically. The New Articles do not permit the Company to hold
‘electronic only’ meetings, being a meeting which is held entirely by
means of an electronic facility or facilities. It should be noted that,
while the New Articles will provide the Board with the flexibility to hold
a ‘hybrid’ general meeting, should the need arise, it is not the current
intention of the Board to replace wholly physical general meetings
with hybrid general meetings.
The Board believes that introducing these provisions provides
flexibility to the Company to navigate potential restrictions in holding
in-person meetings in the future. Nothing in the New Articles will
prevent the Company from holding wholly physical general meetings.
Certain consequential changes to facilitate this amendment have
been made to the New Articles, including requiring that all resolutions
put to the shareholders at any hybrid general meeting shall be voted
on by a poll, in compliance with best practice.
Director provisions
The Company’s current Articles of Association provide that Directors
are appointed for an initial term covering the period from the date of
their appointment until the next AGM and are thereafter required to
retire by rotation at least every three years. However, in recognition of
corporate governance best practice, all Directors stand for re-election
annually. Under the new Articles of Association proposed to be
adopted at the forthcoming AGM, Directors will be required to stand
for re-election annually reflecting corporate governance best practice
and the Company’s current policy.
The Company’s current Articles of Association limit the aggregate fees
payable to Directors to £250,000 per annum. The Board believes that
to enable flexibility in respect of succession planning, and in particular
to recruit new Directors from time to time, that it is prudent to keep
remuneration at or around market levels, providing for modest fee
increases in the future and also for a higher level of aggregate fees
during years where new Directors are appointed as part of the
Board’s succession planning. Consequently, the proposed new
Articles of Association include an increase in the limit on the
aggregate level of Directors’ fees to £300,000 per annum. It is not the
Board’s intention that fees will be raised to the new limit immediately
upon approval.
Directors’ fees are reviewed annually and take into account research
from third parties on the fee levels of Directors of peer group
companies, as well as industry norms and factors affecting the time
commitment expected of the Directors. New Directors are subject to
the provisions set out in this remuneration policy.
Information rights and forced transfers
The New Articles permit the Company to request information from
shareholders to satisfy due diligence and reporting requirements
under US Foreign Account Tax Compliance Act (“US FATCA”) or similar
laws and thereby avoid any adverse tax consequences which would
otherwise arise under US FATCA or similar laws. In addition, the
Company is seeking an amendment to the Articles to permit the
Company to require the transfer of shares where the shareholder in
question fails to comply with such request or may cause the Company
issues under US FATCA, similar laws or other legislation.
Other updates
In addition, a number of other minor amendments and updates have
been made to the New Articles to generally modernise existing
provisions, including but not limited to those concerned with
Directors’ electronic participation in board minutes and managing
general meetings.
Approval of Shareholders to the adoption of the New Articles is being
sought at the AGM by way of resolution 15, which is a special
resolution.
APPENDIX TO NOTICE OF AGM
Summary of the principal changes to the Company’s Articles of
Association
International Biotechnology Trust plc
93
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
Definitions of Terms and Alternative Performance Measures
The terms and performance measures below are those
commonly used by investment companies to assess values,
investment performance and operating costs. Numerical
calculations are given where relevant. Some of the financial
measures below are classified as APMs as defined by the
European Securities and Markets Authority. Under this
definition, APMs include a financial measure of historical
financial performance or financial position, other than a
financial measure defined or specified in the applicable financial
reporting framework. APMs have been marked with an asterisk.
Net asset value (“NAV”) per share*
The NAV per share of 766.30p (2023: 687.51p) represents the net
assets attributable to equity shareholders of £282,265,000 (2023:
£270,317,000) divided by the number of shares in issue of 36,834,910
(2023: 39,318,183) excluding shares held in treasury.
The change in the NAV per share, amounted to 11.5% (2023: –1.4%)
over the year. However, this performance measure excludes the
positive impact of dividends paid out by the Company during the year.
When these dividends are factored into the calculation, the resulting
performance measure is termed the “total return”. Total return
calculations and definitions are given below.
Total return*
Total return is the combined effect of any dividends paid, together
with the rise or fall in the share price or NAV per share. Total return
statistics enable the investor to make performance comparisons
between investment companies with different dividend policies. Any
dividends received by a shareholder are assumed to have been
reinvested in either the assets of the Company at its NAV per share at
the time the shares were quoted ex-dividend (to calculate the NAV per
share total return) or in additional shares of the Company at the time
the shares were quoted ex dividend (to calculate the share price total
return).
The NAV total return for the year ended 31 August 2024 is calculated
as follows:
Opening NAV at 31/08/2023
687.51p
Closing NAV at 30/08/2024
766.30p
NAV on
Cumulative
Dividend
XD date
XD date
Factor
Factor
13.90p
21/12/2023
670.18p
1.0207
1.0207
14.50p
25/07/2024
787.02p
1.0184
1.0395
NAV total return, being the closing NAV,
multiplied by the factor, expressed as a
percentage change in the opening NAV:
15.9%
The NAV total return for the year ended 31 August 2023 is calculated
as follows:
Opening NAV at 31/08/2022
697.20p
Closing NAV at 31/08/2023
687.51p
NAV on
Cumulative
Dividend
XD date
XD date
Factor
factor
14.00p
30/12/2022
718.05p
1.0195
1.0195
14.20p
28/07/2023
692.04p
1.0205
1.0404
NAV total return, being the closing NAV,
multiplied by the factor, expressed as a
percentage change in the opening NAV:
2.7%
The share price total return for the year ended 31 August 2024 is
calculated as follows:
Opening share price at 31/08/2023
644.00p
Closing share price at 31/08/2024
680.00p
Share
price on
Cumulative
Dividend
XD date
XD date
Factor
factor
13.90p
21/12/2023
604.00p
1.0230
1.0230
14.50p
25/07/2024
700.00p
1.0207
1.0442
Share price total return, being the closing share
price, multiplied by the factor, expressed as a
percentage change in the opening share price:
10.3%
Share price total return for the year ended 31 August 2023 is
calculated as follows:
Opening share price at 31/08/2022
651.50p
Closing share price at 31/12/2023
644.00p
Share
price on
Cumulative
Dividend
XD date
XD date
Factor
factor
14.00p
30/12/2022
706.00p
1.0198
1.0198
14.20p
28/07/2023
646.00p
1.0220
1.0422
Share price total return, being the closing share
price, multiplied by the factor, expressed as a
percentage change in the opening share price:
3.0%
Reference Index
The measure against which the Company compares its performance.
The Reference Index is the NASDAQ Biotechnology Index (with
dividends reinvested) sterling adjusted.
94
International Biotechnology Trust plc
Discount/premium*
The amount by which the share price of an investment trust is lower
(discount) or higher (premium) than the NAV per share. If the shares
are trading at a discount, investors would be paying less than the
value attributable to the shares by reference to the underlying assets.
A premium or discount is generally the consequence of supply and
demand for the shares on the stock market. The discount or premium
is expressed as a percentage of the NAV per share.
The discount at the year end amounted to 11.3% (2023: 6.3%), as the
closing share price at 680.00p (2023: 644.00p) was lower than the
closing NAV of 766.30p (2023: 687.51p).
Gearing*
The gearing percentage reflects the amount of borrowings (i.e. bank
loans or overdrafts) which the Company has drawn down and
invested in the market. This figure is indicative of the extra amount by
which shareholders’ funds would move if the Company’s investments
were to rise or fall. Gearing is defined as: borrowings used for
investment purposes, less cash, expressed as a percentage of net
assets. The gearing figure at the relevant year end is calculated as
follows:
2024
2023
£’000
£’000
Borrowings used for investment
purposes, less cash
12,394
32,474
Net assets
282,265
270,317
Gearing (%)
4.4%
12.0%
Ongoing charges*
Ongoing Charges is calculated in accordance with the AIC’s
recommended methodology and represents the management fee
and all other operating expenses excluding finance costs, transaction
costs and performance fees amounting to £3,117,000 (2023:
£4,160,000), expressed as a percentage of the average daily net asset
values during the year of 268,100,000 (2023: 289,500,000).
Management fees waived during the year, amounted to £856,296
which offsets the £873,000 costs related to the transition to SUTL.
2024
2023
£’000
£’000
Management fees paid by the Company
1,297
1,810
Management/adviser fee paid through
unquoted funds to SV Health
691
791
Administrative expenses
1,129
1,559
Total ongoing expenses
3,117
4,160
Average daily NAV
268,128
289,512
Ongoing charges (%)
1.2
1.4
Yield*
Yield is calculated as the sum of the last two dividends declared,
expressed as a percentage of the year end share price.
The last two dividends declared amounted to 28.4p (2023: 28.2p) per
share.
Leverage
For the purpose of the Alternative Investment Fund Managers
Directive (“AIFMD”), leverage is any method which increases the
Company’s exposure, including the borrowing of cash and the use of
derivatives. It is expressed as the ratio of the Company’s exposure to
its net asset value and is required to be calculated both on a “Gross”
and a “Commitment” method. Under the Gross method, exposure
represents the sum of the absolute values of all positions, so as to
give an indication of overall exposure. Under the Commitment
method, exposure is calculated in a similar way, but after netting off
hedges which satisfy certain strict criteria.
The Company’s leverage policy and details of its leverage ratio
calculation and exposure limits as required by the AIFMD are
published on the Company’s web pages and within this report. The
Company is also required to periodically publish its actual leverage
exposures. As at 31 December 2023 these were:
% of net asset value
Maximum
Actual
Leverage exposure
ratio
ratio
Gross method
160.0%
105.0%
Commitment method
160.0%
95.6%
Definitions of Terms and Alternative Performance Measures
continued
International Biotechnology Trust plc
95
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
Shareholder Information
Web pages and share price information
The Company has dedicated web pages, which may be found at
www.ibtplc.com. The web pages have been designed to be used as
the Company’s primary method of electronic communication with
shareholders. They contain details of the Company’s share price and
copies of Annual Reports and other documents published by the
Company as well as information on the Directors, terms of reference
of committees and other governance arrangements. In addition, the
web pages contain links to announcements made by the Company to
the market, Equiniti’s shareview service and Schroders’ website.
The Company releases its NAV per share on both a cum and
ex-income basis, diluted where applicable, to the market on a daily
basis.
Share price information may also be found in the Financial Times and
on the Company’s web pages.
Association of Investment Companies
The Company is a member of the Association of Investment
Companies. Further information on the Association can be found on
its website, www.theaic.co.uk.
Individual Savings Account (“ISA”) status
The Company’s shares are eligible for stocks and shares ISAs.
Non-Mainstream Pooled Investments status
The Company currently conducts its affairs so that its shares can be
recommended by IFAs to ordinary retail investors in accordance with
the FCA’s rules in relation to non-mainstream investment products
and intends to continue to do so for the foreseeable future. The
Company’s shares are excluded from the FCA’s restrictions which
apply to non-mainstream investment products because they are
shares in an investment trust.
Financial calendar
Annual results announced
November
Annual General Meeting
December
First interim dividend paid
January
Half Year results announced
April
Second interim dividend paid
August
Financial year end
31 August
Alternative Investment Fund Managers
Directive (“AIFMD”) disclosures
The AIFMD UK regulation, transposed AIFMD into the FCA Handbook
in the UK and requires that certain pre-investment information be
made available to investors in Alternative Investment Funds (such as
the Company) and also that certain regular and periodic disclosures
are made. This information and these disclosures may be found
either below, elsewhere in this Annual Report, or in the Company’s
AIFMD information disclosure document published on the Company’s
web pages.
Illiquid assets
As at the date of this report, none of the Company’s assets are subject
to special arrangements arising from their illiquid nature.
Remuneration disclosures
Quantitative remuneration disclosures to be made in this Annual
Report in accordance with FCA Handbook rule FUND3.3.5 may also be
found in the Company’s AIFMD information disclosure document
published on the Company’s web pages.
Publication of Key Information Document
(“KID”) by the AIFM
Pursuant to the Packaged Retail and Insurance-based Products
Regulation, the Manager, as the Company’s AIFM, is required to
publish a short KID on the Company. KIDs are designed to provide
certain prescribed information to retail investors, including details
of potential returns under different performance scenarios and
a risk/reward indicator. The Company’s KID is available on its web
pages.
How to invest
There are a number of ways to easily invest in the Company. The
Manager has set these out at www.schroders.com/invest-in-a-trust/.
Complaints
The Company has adopted a policy on complaints and other
shareholder communications which ensures that shareholder
complaints and communications addressed to the Company
Secretary, the Chair or the Board are, in each case, considered by the
Chair and the Board.
96
International Biotechnology Trust plc
Warning to shareholders
Companies are aware that their shareholders have received
unsolicited telephone calls or correspondence concerning investment
matters. These are typically from overseas-based ‘brokers’ who target
UK shareholders, offering to sell them what often turn out to be
worthless or high risk shares or investments.
These operations are commonly known as ‘boiler rooms’. These
‘brokers’ can be very persistent and extremely persuasive.
Shareholders are advised to be wary of any unsolicited advice, offers
to buy shares at a discount or offers of free company reports. If you
receive any unsolicited investment advice:
•
Make sure you get the correct name of the person and
organisation
•
Check that they are properly authorised by the FCA before getting
involved by visiting https://register.fca.org.uk.
•
Report the matter to the FCA by calling 0800 111 6768 or visiting
www.fca.org.uk/consumers/report-scam-unauthorised- firm.
•
Do not deal with any firm that you are unsure about.
If you deal with an unauthorised firm, you will not be eligible to
receive payment under the Financial Services Compensation Scheme.
The FCA provides a list of unauthorised firms of which it is aware,
which can be accessed at
https://www.fca.org.uk/consumers/unauthorised-firms-
individuals#list.
More detailed information on this or similar activity can be found on
the FCA website at https://www.fca.org.uk/consumers/protect-
yourself-scams.
Dividends
Paying dividends into a bank or building society account helps reduce
the risk of fraud and will provide you with quicker access to your
funds than payment by cheque.
Applications for an electronic mandate can be made by contacting the
Registrar, Equiniti.
This is the most secure and efficient method of payment and ensures
that you receive any dividends promptly.
If you do not have a UK bank or building society account, please
contact Equiniti for details of their overseas payment service.
Further information can be found at www.shareview.co.uk, including
how to register with Shareview Portfolio and manage your
shareholding online.
Shareholder Information
continued
International Biotechnology Trust plc
97
Introduction
Strategic Report
Governance
Financial
Other Information (Unaudited)
Information about the Company
Directors
Kate Cornish-Bowden (Chair)
Gillian Elcock
Caroline Gulliver
Patrick Magee
Professor Patrick Maxwell
Registered office
1 London Wall Place
London EC2Y 5AU
Tel: 020 7658 6000
Advisers and service providers
Alternative Investment Fund Manager (the “Manager”
or “AIFM”)
Schroder Unit Trusts Limited
1 London Wall Place
London EC2Y 5AU
Investment Manager and Company Secretary
Schroder Investment Management Limited
1 London Wall Place
London EC2Y 5AU
Telephone: +44 (0)20 7658 6000
Email: amcompanysecretary@schroders.com
Advisers for the unquoted portfolio
SV Health Managers LLP
71 Kingsway
London WC2B 6ST
Depositary and custodian
HSBC Bank plc
8 Canada Square
London E14 5HQ
Lending bank
The Bank of Nova Scotia, London Branch
201 Bishopsgate
6th Floor
London EC2M 3NS
Corporate broker
Deutsche Numis
45 Gresham Street
London EC2V 7BF
Independent auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
1 Embankment Place
London WC2N 6RH
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Shareholder helpline: 0371-384-2624
1
Website: www.shareview.co.uk
1
Calls to this number are free of charge from UK landlines.
Communications with shareholders are mailed to the address
held on the register. Any notifications and enquiries relating to
shareholdings, including a change of address or other
amendment should be directed to Equiniti Limited at the above
address and telephone number above.
Other information
Company number
02892872
Shareholder enquiries
General enquiries about the Company should be addressed
to the Company Secretary at the Company’s registered office.
Dealing codes
ISIN:
GB0004559349
SEDOL:
0455934
Ticker:
IBT0455934
Global Intermediary Identification Number (GIIN)
3AAT29.99999.SL.826
Legal Entity Identifier (LEI)
213800N1QUJ744P76D11
Privacy notice
The Company’s privacy notice can be found on its web pages.
www.ibtplc.com
Schroder Investment Management Limited
1 London Wall Place, London EC2Y 5AU, United Kingdom
T +44 (0) 20 7658 6000
Important information:
This
document is intended to be for information purposes
only
and
it is not intended as promotional material in any respect. The material is not
intended
as
an offer or solicitation for the purchase or sale of any financial
instrument.
The
material is not intended to provide, and should not be relied on for,
accounting,
legal
or tax advice, or investment recommendations. Information herein
is
believed
to be reliable but Schroders does not warrant its completeness or accuracy.
No
responsibility
can be accepted for errors of fact or opinion. Reliance should not be
placed
on
the views and information in the document when taking individual
investment
and/or
strategic decisions. Past performance is not a reliable indicator of
future
results,
prices of shares and the income from them may fall as well as rise and
investors
may
not get back the amount originally invested. Schroders has expressed
its
own
views in this document and these may change. Issued by Schroder Investment
Management
Limited,
1 London Wall Place, London EC2Y 5AU, which is authorised
and
regulated
by the Financial Conduct Authority. For your security, communications
may
be
taped or monitored.
@schroders
schroders.com