14 November 2024
Syncona
Limited
Interim Results for the six
months ended 30 September 2024
Period of strong clinical
progress, with a rebalanced portfolio continuing to attract
external capital
Expected key value
inflection points to the end of CY2027, give confidence in NAV
growth, underpinning the path to £5 billion by
2032
Syncona Ltd, ("Syncona" or the
"Company"), a leading life science investor focused on creating,
building and scaling a portfolio of global leaders in life science,
today announces its Interim Results for the six months ended 30
September 2024.
Financial Performance
·
Net assets of
£1,144.6 million
(31 March 2024: £1,238.9 million),
178.9p[1] per share
(31 March 2024: 188.7p per share),
a NAV per share return of (5.2)%[2]
·
Performance predominantly driven by a decrease in
Autolus' share price and a weakening of the US dollar, partially
offset by valuation uplifts from private portfolio company
financings, alongside accretive share buybacks
·
Life science portfolio valued at £791.9
million[3] (31 March 2024: £786.1 million)
a return of (8.8)%[4],[5]
·
£90.0 million deployed[6] into
the life science portfolio, with deployment guidance for the year
remaining at £150-200 million
·
£19.4 million of shares repurchased at an average
36.2% discount to NAV per share, resulting in an accretion of 1.59p
to NAV per share[7]
·
Capital pool[8] of £352.7 million at 30 September 2024 (31 March 2024: £452.8
million)
Rebalanced portfolio continues to deliver strong clinical
progress and attract significant investment, providing a strong
platform for growth
·
Maturing strategic portfolio[9] of 14 companies, with 68.1% of its value now in
clinical and late-stage clinical companies[10],
following work to rebalance the portfolio over the last 24
months
·
A total of £305.6 million raised across six
financings which were closed in the period, including £170.5
million from leading external life science investors, broadening
the financial scale of the portfolio
·
Strong clinical execution across six
clinical-stage companies, with one company entering the clinic and
multiple data readouts delivered during the period, followed by two
key value inflection points from Beacon and Spur post-period
end
·
Post-period end, Autolus received marketing
approval from the US Food and Drug Administration (FDA) for
AUCATZYL® (obe-cel), its novel CAR T-cell therapy, for
the treatment of adult patients with relapsed or refractory B-cell
precursor acute lymphoblastic leukaemia (r/r B-ALL)
Confidence in the path to our NAV target of £5 billion by
2032
·
The Syncona team[11] believes
there is substantial latent value in the portfolio and the delivery
of expected key value inflection points by the end of CY2027 has
the potential to drive significant NAV growth, underpinning our
confidence in the path to £5 billion by 2032
·
This conviction is enhanced by the work undertaken
to rebalance to a more mature portfolio, the strong clinical and
operational execution of the portfolio, and the milestones expected
to be delivered by clinical-stage companies, notably those
publishing definitive data by the end of CY2027
Partial realisation of holding in Autolus
·
Syncona's exposure to Autolus rebalanced as it
transitions from development stage to a commercial biotech, in line
with Syncona's strategy of building companies to late-stage
development
·
8.3% of the holding in Autolus sold in the period,
generating proceeds of $12.6 million (£9.7 million)
·
A further 5.7% sold post-period end, generating
further proceeds of $8.6 million (£6.6 million)
·
Following these partial realisations, Syncona
retains a 9.9% fully diluted ownership stake in Autolus valued at
$96.0 million (£75.3 million)[12]
Optimising returns for shareholders
·
The Syncona Board continues to believe that the
current share price undervalues the portfolio and its prospects and
that the shares represent a compelling investment opportunity,
particularly given the material discount to NAV at which the shares
currently trade
·
Post-period end, the Board has taken the decision
to allocate an additional £15.0 million to share buybacks,
recycling most of the proceeds from the partial realisation of the
Autolus holding[13]
·
Alongside the £20.0 million allocated to share
buybacks in June 2024, this takes the total amount allocated to
share repurchases to £75.0 million since the buyback was launched
in September 2023, of which £46.3 million has been deployed to
date[14]
·
Syncona remains funded to deliver on its key value
inflection points, whilst retaining capital to drive the broader
strategy
Investing in the next frontier of innovation to deliver
long-term growth
·
£12.5 million committed to new portfolio company
Slingshot Therapeutics (Slingshot), the Syncona Accelerator,
focused on accumulating and developing a pipeline of early-stage
development programmes
·
Slingshot will efficiently advance and de-risk
programmes from academic founders by providing access to high
quality management, centralised development expertise, resource,
funding and operational support
·
This centralised structure provides Syncona with a
capital efficient and de-risked way to gain more exposure to the
returns available from translating highly innovative science into
promising biotech assets
Platform further strengthened with the appointment of Chair of
SIML
·
Appointment of Kenneth Galbraith as Chair of
SIML[15]. Kenneth joins the SIML Board
with immediate effect, bringing 35 years of experience across
biotechnology and venture capital to further support Syncona's
growth ambitions
Melanie Gee, Chair of Syncona Limited, said:
"The Board remains focused on the delivery of our
strategy and our ambition to progress NAV to £5 billion by 2032.
The potential for significant corporate activity should come from
our later-stage assets, assuming they achieve their key 2025, 2026
and 2027 clinical milestones. This is a result of the considerable
work undertaken by the team over the last 24 months.
We continue to believe that there is
significant future value in our portfolio. NAV growth, as a result
of corporate activity, should follow the progress of clinical
milestones over time. The Company has a capital allocation policy
and, recognising the significant discount to NAV and balancing this
against future funding requirements, the Board has decided to
return £15.0 million proceeds from the partial sale of Autolus to
shareholders, taking the share buyback allocation to £75.0 million.
Syncona's remaining capital is focused on driving milestones across
the portfolio to deliver our strategy."
Chris Hollowood, CEO of Syncona Investment Management Limited,
commented: "The portfolio has made
good clinical and operational progress in the first half of the
year. There have been multiple successful financing rounds, and our
later-stage companies have continued to deliver positive clinical
data readouts, providing further validation of their progress and
the quality of the portfolio.
Syncona has been through a period of
NAV underperformance in recent years, and we are now emerging from
a challenging market environment well positioned to take advantage
of conditions as they improve. We are focused on delivering growth
and believe that there is substantial latent value in the portfolio
that is yet to be reflected in our NAV. Our maturing portfolio is
in a strong position and remains funded to deliver its key value
inflection points by the end of CY2027, which we believe have the
potential to drive significant NAV growth."
Expected capital access
milestones and key value inflection points
The Syncona team is focused on
driving its companies to late-stage clinical development, where it
believes significant value can be accessed. As Syncona builds and
scales its portfolio, there are opportunities to deliver milestones
that primarily drive access to capital (capital access milestones),
and milestones that have the potential to drive significant NAV
growth (key value inflection points).
A capital access milestone is a
de-risking event for a portfolio company that is expected to enable
access to capital, which underpins progression towards a company's
next milestone. It is less likely that a capital access milestone
will drive significant NAV growth for
Syncona, for example by increasing the possibility of a realisation
event, such as M&A.
A key value inflection point is a
material de-risking event for a portfolio company that has the
potential to drive significant NAV growth for Syncona, for example by increasing the possibility of a
realisation event, such as M&A. These milestones can also
enable companies to access significant capital including through
financings and IPOs, which may take place at valuation uplifts and
underpin progression to a subsequent key value inflection point
which has the potential to drive greater value. M&A or capital
access is unlikely to occur immediately following a key value
inflection point.
· Eight
key value inflection points expected by the end of CY2027,
including three expected before the end of CY2025. These have the
potential to drive significant NAV growth. Syncona is funded to
deliver on all of the portfolio's key value inflection
points
· Nine
capital access milestones across the portfolio expected by the end
of CY2026, with seven expected by the end of CY2025
· These
capital access milestones and key value inflection points are not
without risk
Further detail on individual capital
access milestones and key value inflection points can be found in
the life science portfolio review. Detail on portfolio company
delivery against individual milestones can be found within the
supplementary information.
Life sciences portfolio valuations[16]
|
31 Mar 2024
|
Net investment in the
period
|
Valuation
change
|
FX movement
|
30 Sep 2024
|
% of Group
NAV
|
Valuation
Basis[17],[18],[19]
|
Fully diluted owner-ship
stake[20]
|
Focus area
|
|
(£m)
|
(£m)
|
(£m)
|
(£m)
|
(£m)
|
|
|
(%)
|
|
Strategic portfolio
companies
|
|
|
|
|
|
|
|
|
|
Late-stage
clinical
|
|
|
|
|
|
|
|
|
|
Beacon
|
94.7[21]
|
9.6
|
15.1
|
(6.4)
|
113.0
|
9.9%
|
PRI
|
41.5%
|
Gene
therapy
|
Autolus
|
169.5
|
(9.7)
|
(70.3)
|
(6.1)
|
83.4
|
7.3%
|
Quoted
|
10.6%
|
Cell
therapy
|
Clinical
|
|
|
|
|
|
|
|
|
|
Spur
|
135.6
|
20.8
|
1.1
|
|
157.5
|
13.8%
|
Cost
|
82.9%
|
Gene
therapy
|
Quell
|
84.7
|
|
|
(4.7)
|
80.0
|
7.0%
|
PRI
|
33.7%
|
Cell
therapy
|
Anaveon
|
35.7
|
|
|
0.2
|
35.9
|
3.1%
|
PRI
|
36.9%
|
Biologics
|
iOnctura
|
25.6
|
|
|
(0.6)
|
25.0
|
2.2%
|
Cost
|
23.0%
|
Small
molecules
|
Pre-clinical
|
|
|
|
|
|
|
|
|
|
Resolution
|
50.0
|
10.0
|
3.6
|
|
63.6
|
5.6%
|
Cost
|
82.6%
|
Cell
therapy
|
Purespring
|
45.3
|
5.0
|
0.9
|
|
51.2
|
4.5%
|
PRI
|
38.1%
|
Gene
therapy
|
OMass
|
43.7
|
6.0
|
|
|
49.7
|
4.3%
|
PRI
|
28.9%
|
Small
molecules
|
Kesmalea
|
12.0
|
8.0
|
|
|
20.0
|
1.7%
|
Cost
|
59.7%
|
Small
molecules
|
Yellowstone
|
1.0
|
15.5
|
|
|
16.5
|
1.4%
|
Cost
|
60.9%
|
Biologics
|
Mosaic
|
7.3
|
7.7
|
|
|
15.0
|
1.3%
|
Cost
|
76.6%
|
Small
molecules
|
Forcefield
|
6.5
|
1.7
|
2.4
|
|
10.6
|
0.9%
|
PRI
|
62.6%
|
Biologics
|
Slingshot
|
0.0
|
5.6
|
|
|
5.6
|
0.5%
|
Cost
|
100.0%
|
Accelerator
|
Portfolio milestone
payments
|
|
|
|
|
|
|
|
|
|
Neogene milestone payment
|
2.2
|
|
2.2
|
(0.3)
|
4.1
|
0.4%
|
DCF
|
|
Cell
therapy
|
Clade milestone payment
|
0.0
|
0.7
|
|
|
0.7
|
0.1%
|
DCF
|
|
Cell
therapy
|
Syncona
investments
|
|
|
|
|
|
|
|
|
|
CRT Pioneer Fund
|
33.9
|
(0.8)
|
|
|
33.1
|
2.9%
|
Adj Third
Party
|
64.1%
|
Oncology
|
Biomodal
|
18.0
|
|
|
(1.0)
|
17.0
|
1.5%
|
PRI
|
5.5%
|
Epigenetics
|
Achilles
|
11.0
|
|
(2.1)
|
(0.4)
|
8.5
|
0.7%
|
Quoted
|
22.7%
|
Cell
therapy
|
Century[22]
|
0.0
|
4.3
|
(2.6)
|
(0.2)
|
1.5
|
0.1%
|
Quoted
|
1.4%
|
Cell
therapy
|
Clade
|
9.4
|
(9.4)
|
|
|
0.0
|
0.0%
|
Sold
|
|
Cell
therapy
|
Total Life Science Portfolio
|
786.1
|
75.0
|
(49.7)
|
(19.5)
|
791.9
|
69.2%
|
|
|
|
|
Capital pool
|
452.8
|
(104.7)
|
8.4
|
(3.8)
|
352.7
|
30.8%
|
|
|
|
TOTAL
|
1,238.9
|
|
|
|
1,144.6
|
100.0%
|
|
|
|
About Syncona
Syncona's purpose is to invest to
extend and enhance human life. We do this by creating, building and
scaling companies to deliver transformational treatments to
patients in areas of high unmet need.
We aim to build and maintain a
diversified portfolio of 20-25 globally leading life science
businesses, across development stage, modality and therapeutic
area, for the benefit of all our stakeholders. We focus on
developing treatments that deliver patient impact by working in
close partnership with world-class academic founders and
experienced management teams. Our balance sheet underpins our
strategy, enabling us to take a long-term view as we look to
improve the lives of patients with no or poor treatment options,
build sustainable life science companies and deliver strong
risk-adjusted returns to shareholders.
Forward-looking statements - this announcement contains
certain forward-looking statements with respect to the portfolio of
investments of Syncona Limited. These statements and forecasts
involve risk and uncertainty because they relate to events and
depend upon circumstances that may or may not occur in the future.
There are a number of factors that could cause actual results or
developments to differ materially from those expressed or implied
by these forward-looking statements. In particular, many companies
in the Syncona Limited portfolio are conducting scientific research
and clinical trials where the outcome is inherently uncertain and
there is significant risk of negative results or adverse events
arising. In addition, many companies in the Syncona Limited
portfolio have yet to commercialise a product and their ability to
do so may be affected by operational, commercial and other
risks.
Syncona Limited seeks to achieve returns over the long term.
Investors should seek to ensure they understand the risks and
opportunities of an investment in Syncona Limited, including the
information in our published documentation, before
investing.
Enquiries
Syncona Ltd
Natalie Garland-Collins / Fergus
Witt
Tel: +44 (0) 20 3981 7912
FTI Consulting
Ben Atwell / Tim Stamper
Tel: +44 (0) 20 3727 1000
Syncona Investment Management
Limited review
Business
review
The first half of the year has been
a strong period of execution, with the Syncona team resolutely
focused on driving value, capital efficiency and delivery across
the portfolio.
We ended the period with net assets
of £1,144.6 million (31 March 2024: £1,238.9 million) or 178.9p per
share (31 March 2024: 188.7p per share), a NAV per share return of
(5.2)%. Our performance has predominantly been driven by a decrease
in Autolus' share price and a weakening of the US dollar, partially
offset by valuation uplifts in Beacon and Forcefield following
their syndicated Series B financings, alongside accretive share
buybacks at the Syncona level.
In recent years we have been
operating in a challenging market environment and have been through
a period of NAV underperformance. We have been working to address
this. We have proactively managed and rebalanced the
portfolio, weighting it towards clinical
and late-stage clinical companies, as well as prioritising capital
and the Syncona team's focus towards our most promising companies
and assets. Alongside this, we have expanded our senior team and
embedded a new operating model, providing a platform for future
growth.
We are optimistic on the outlook for
our sector, with the private financing environment increasingly
showing signs of recovery. This is supported by macro tailwinds
including softening inflation and interest rate cuts, which create
more favourable conditions for both Syncona and our companies to
operate in. This recovery has been underlined by the recent
delivery of a number of syndicated financings across the strategic
portfolio.
Attracting external investment to the
portfolio
The strategic portfolio has been
executing well and continues to attract considerable investment.
Since 31 March 2024, a total of £305.6 million has been raised by
the portfolio across financings closed in the period by Beacon,
Purespring, Resolution, Slingshot, Forcefield, and Mosaic, with
£170.5 million raised from leading external life science investors,
broadening the financial scale of our companies. We were
particularly pleased to execute the Beacon and Forcefield
financings at valuation uplifts, with Syncona's holdings in these
companies written up by 17.6% and 37.6%, respectively.
Following these recent financings,
and including the capital pool, £770.1 million (67.3%) of NAV has
been priced with reference to a third-party mark since the start of
2022, from the point that the market downturn had fully set in.
With the portfolio now substantially refinanced, we believe our NAV
is robust and our companies have a strong platform for future
growth, supporting them in the delivery of their
milestones.
A
maturing and rebalanced portfolio that continues to
execute
The strategic portfolio of 14
companies is increasingly diversified across therapeutic area and
modality and weighted towards clinical and late-stage clinical
companies, where 68.1% of strategic portfolio value is held. The
core premise of our investment strategy is that significant
risk-adjusted returns can be accessed at late-stage clinical
development, and we are focused on driving our companies
towards this stage.
There has been strong clinical
execution across the portfolio, particularly amongst these
later-stage assets. Beacon presented promising 36-month interim
results from its Phase I/II HORIZON trial in patients with X-linked
retinitis pigmentosa (XLRP). Post-period end it also presented
positive 24-month interim safety and efficacy data from its Phase
II SKYLINE trial in XLRP, a key value inflection point for the
company.
Post-period end, Spur presented data
from its Phase I/II trial of FLT201 in Gaucher disease which
further demonstrated the favourable efficacy and safety profile of
the therapy, a key value inflection point for the company. We were
also pleased during the period to see Anaveon enter the clinic with
its Phase I/II trial of ANV600, taking the total number of
clinical-stage companies in our strategic portfolio to
six.
Overall, throughout the portfolio
there have been six capital access milestones and two key value
inflection points delivered since 31 March 2024, including
post-period end, with a further seven capital access milestones and
three key value inflection points expected by the end of
CY2025.
Post-period end, Autolus received
approval from the FDA for AUCATZYL® (obe-cel) and
subsequently commenced its commercial launch in the US. This novel
CAR T-cell therapy was approved for the treatment of r/r B-ALL,
bringing a much-needed new treatment to adult patients suffering
from this devastating disease. We believe that AUCATZYL®
has the potential to be a best-in-class therapy in this disease
area. The approval was a proud moment for Syncona. We co-founded
Autolus in 2014 and, in line with our strategy, we have worked
closely with the company's leadership team to support it from the
academic bench through to this regulatory decision from the FDA.
Partial realisation of our holding in
Autolus
Syncona's strategy is to build
companies to progress therapies to late-stage development. As
Autolus transitions to a commercial stage biotech, it is the
natural time for Syncona to rebalance its exposure to the business.
Syncona sold 8.3% of its holding in Autolus in the period,
generating proceeds of $12.6 million (£9.7 million). A further 5.7%
was sold post-period end, generating proceeds of $8.6 million (£6.6
million), and Syncona retains a 9.9% fully diluted ownership stake
valued at $96.0 million (£75.3 million).[23]
Optimising shareholder returns
The challenging market backdrop and
broader sentiment continues to impact Syncona's share price, with
the shares moving from a premium to a material discount to NAV over
the last two years. Post-period end, the Board has taken the
decision to allocate an additional £15.0 million to share buybacks,
recycling most of the proceeds from the partial realisation of the
Autolus holding. Since launching the programme in September 2023,
the Board has allocated a total of £75.0 million to share buybacks,
underscoring the view that the share price undervalues the
portfolio and its potential. Syncona has a strong platform and,
alongside the Board, the Syncona team is focused on driving NAV
growth and optimising returns for our shareholders.
In our full year results in June
2024, Syncona set out its Capital Allocation Policy, outlining its
approach to managing capital to drive and maximise returns for
shareholders. The full policy can be found within the supplementary
information. To provide further clarity to shareholders on our
approach to capital allocation, within the financial review we have
provided a breakdown of how our capital pool is allocated against
expected deployment. Our capital pool continues to underpin our
strategy and we remain committed to progressively driving balance
sheet efficiency. We remain funded to deliver all of our key value
inflection points, whilst retaining capital to drive the broader
strategy.
Continuing to invest in the next frontier of
innovation
The Syncona team's focus and our
capital allocation remains weighted towards clinical assets or
assets approaching clinical entry. Alongside this, we continue to
invest in the next frontier of innovation to support the delivery
of long-term growth.
We are pleased to announce today the
launch of Slingshot, the Syncona Accelerator. This is an exciting
new portfolio company focused on accelerating exceptional academic
science towards clinical development. Supported by a high-quality
management team, Slingshot will accumulate and develop a pipeline
of early-stage development programmes, identified from
world-leading academic institutions in the UK, US and Europe.
Slingshot will efficiently advance and de-risk these programmes
from academic founders by providing access to development expertise
that is rarely available to singular early-stage programmes, as
well as centralised resource, funding and operational
support.
This centralised structure provides
Syncona with a capital efficient and de-risked way to gain more
exposure to the returns available from translating highly
innovative science into promising biotech assets. SIML Managing
Partner, Edward Hodgkin has been appointed Executive Chair, and
SIML Executive Partner, Richard Wooster has been appointed
Slingshot's Chief Scientific Officer (CSO) and Director.
Additional appointments have been made to support
Slingshot's operations and the development of its
pipeline.
Slingshot's first programme, Apini,
is focused on inflammatory diseases and sourced from The University
of Manchester. Syncona has provided Slingshot with an initial
commitment of £12.5 million, which will be used to support the
development of Apini, as well as Slingshot's operational build and
platform development.
Confidence in the path to our 10-year
targets
In November 2022, we set out the
following 10-year targets to organically grow net assets to £5
billion:
· Three
new companies created or added to the portfolio per year
· Delivering three to five companies to late-stage development
where we are significant shareholders
· Building a portfolio of 20-25 life science
companies
The Syncona team believes that there
is substantial latent value within the portfolio and that the
delivery of expected key value inflection points by the end of
CY2027 has the potential to drive significant NAV growth, giving us
confidence in the path to our NAV target of £5 billion by 2032.
Conviction in this is enhanced by the work undertaken to rebalance
to a more mature portfolio, the strong execution of our companies,
and the milestones that we expect to be delivered from our
clinical-stage portfolio.
As we build and scale our portfolio,
our companies will reach milestones that primarily have the
potential to drive access to capital (capital access milestones)
and milestones that also have the potential to drive significant
NAV growth for Syncona (key value inflection points).
Primarily, key value inflection
points are the delivery of emerging efficacy or definitive data,
with the latter typically being more valuable. When delivering
these milestones, our companies demonstrate positive clinical
progress and the likelihood of their therapies being developed into
approved products increases. Therefore, key value inflection points
are material de-risking events, which have the potential to lead to
significant NAV growth for Syncona, for example by increasing the
likelihood of realisation event, such as M&A. These milestones
can also enable companies to access significant capital through
financings and IPOs, which may take place at valuation uplifts and
will support the portfolio company to advance towards the market
independently.
It is important to note that not all
key value inflection points need to be successful to deliver
significant NAV growth, however, it is likely that realisation
events will need to occur to in order for Syncona to deliver its
10-year NAV targets. These events can take time to crystalise and
any NAV growth is unlikely to occur simultaneously with key value
inflection points.
There are currently eight key value
inflection points expected by the end of CY2027, including three
expected before the end of CY2025, and Syncona is funded to deliver
on all of these. These key value inflection points are expected to
be delivered by seven portfolio companies, most notably from our
most mature private portfolio companies, Beacon, Spur and iOnctura.
New opportunities and the wider portfolio offer further optionality
for NAV growth beyond CY2027, particularly through the portfolio
companies that will enter the clinic.
A maturing portfolio and improving
market conditions may present opportunities to accelerate NAV
growth. Syncona's proactive management approach constantly
evaluates any arising opportunities, and we will pursue those that
improve the risk-adjusted returns of the portfolio and support the
delivery of our 10-year targets.
Appointment of SIML Chair
Today, we are pleased to announce
that Kenneth Galbraith has joined the SIML Board with immediate
effect and has accepted the role of Chair of SIML, which will take
effect following regulatory approval. From a career spanning over
35 years, Kenneth has outstanding experience in leading and growing
businesses. This appointment follows a comprehensive global search
process, with Kenneth's expertise across biotechnology and venture
capital making him an ideal fit for the role, supported by his
existing knowledge of the business from his current role as an
Executive Partner.
Looking forward
We are emerging from a period of
proactively managing and rebalancing the portfolio to enable a
return to NAV growth, whilst maintaining the capital required to
deliver our long-term ambitions. With the macro environment
improving and potentially providing tailwinds for Syncona and its
portfolio companies, we are well positioned to benefit as we
deliver against our strategy.
There has been strong execution in
the first half of the year in financings and clinical delivery. The
latent value this has built into the portfolio, alongside a number
of key value inflection points expected by the end of CY2027,
increases our confidence in the path to our NAV target of £5
billion by 2032.
Chris Hollowood, CEO of Syncona Investment Management Limited,
13 November 2024
Life science portfolio
review
Our life science portfolio was
valued at £791.9 million at 30 September 2024 (31 March 2024:
£786.1 million), delivering a (8.8)% return in the period. It
comprises our strategic portfolio companies, potential milestone
payments, and investments, which are non-core and provide
optionality to deliver returns for our shareholders.
Our strategic portfolio consists of
the 14 core life science portfolio companies where Syncona has
significant shareholdings and plays an active role in the company's
development. These companies are diversified across modality and
therapeutic area, with six companies at the clinical stage (two
producing definitive data) and the remainder at pre-clinical
stage.
Our
NAV Growth Framework
We are continuing to report against
our NAV Growth Framework, to give shareholders more clarity on
which milestones and what stage of the development cycle we
anticipate our companies will be able to access capital and drive
significant NAV growth in the current market environment. Our
portfolio companies are mapped against the categories
below.
1. Companies where
delivery against milestones has the potential to enable access to
capital:
· Operational build
o Clearly defined strategy and business plan
o Leading management team established
· Emerging efficacy data
o Clinical strategy defined
o Initial efficacy data from Phase I/II in patients
2. Companies where
delivery against milestones have the potential to deliver NAV
uplifts:
· Definitive data
o Significant clinical data shows path to marketed
product
o Moving to pivotal trial and building out commercial
infrastructure
· On the
market
o Commercialising product
o Revenue streams
Strategic portfolio company milestones
Specific portfolio company capital
access milestones and key value inflection points[24] (which are set out below) are not without risk
and their impact will be affected by various factors including the
market environment at the time of their delivery.
Strategic life science portfolio company
|
Next expected capital access milestones
|
Syncona team view of expected key value inflection
points
|
Moving towards being on the market
|
Autolus[25]
|
H1 CY2025
- Initial data from Phase I trial in SLE
|
CY2025
- Commercial traction following US launch of
AUCATZYL® (obe-cel), after FDA approval
|
Beacon
|
|
H2 CY2024 (formerly a capital access
milestone)
- Three-month data readout from the Phase II DAWN trial in
XLRP
CY2026
- Data readout from its Phase II/III pivotal VISTA trial in
XLRP
|
Moving towards publishing definitive data
|
iOnctura
|
CY2024
- Initiation of Phase II trial in uveal melanoma
|
CY2026
- Data readout from its Phase II trial in uveal
melanoma
|
Spur
|
H2 CY2024
- Select development candidate for GBA1 Parkinson's disease
programme
H1 CY2025
- Initial safety readout in higher dose cohort from its Phase
I/II trial in AMN
H1 CY2025 (new)
- Additional data readout from its Phase I/II trial in Gaucher
disease
CY2025
- Initiation of Phase III trial in Gaucher disease
|
CY2027 (new)
- Completion of the pivotal stage of its Phase III trial in
Gaucher disease
|
Resolution
|
H2 CY2024
- Initiation of Phase I/II trial in end-stage liver
disease
|
CY2026
- Data readout from its Phase I/II trial in end-stage liver
disease
|
Moving towards publishing emerging efficacy
data
|
Quell
|
|
CY2025
- Data readout from its Phase I/II trial in liver
transplantation
|
Anaveon
|
|
CY2026
- Data readout from its Phase I/II trial of ANV600
|
Purespring
|
CY2026
- Initiation of Phase I/II trial in complement-mediated kidney
disease
|
|
OMass
|
CY2026
- Initiation of Phase I trial of its MC2 programme
|
|
Strategic portfolio
Late-stage clinical
companies - 17.2% of NAV
Beacon (9.9% of NAV, 41.5% shareholding) - Moving towards
being on the market
Syncona team view
Beacon Therapeutics (Beacon)
represents a significant opportunity for Syncona to apply its
domain knowledge and existing expertise in retinal gene therapy to
a late-stage clinical asset in X-linked retinitis pigmentosa
(XLRP). Syncona believes that the eye is a very attractive target
for adeno-associated virus (AAV) gene therapy and the company
possesses a strong set of data from its Phase I/II HORIZON and
Phase II SKYLINE trials supporting the therapeutic benefit and
safety profile of AGTC-501 in XLRP. This includes positive data
from SKYLINE released post-period end which underlines the
durability profile of the therapy and supports our thesis that
AGTC-501 could be a potentially life-changing treatment for
patients suffering from XLRP. The company continues to show strong
momentum as it progresses through the clinic, reinforced by the
initiation of its Phase II/III VISTA trial which was announced in
the period.
|
·
|
Company focus: Beacon is an
ophthalmic AAV-based gene therapy company founded to save and
restore the vision of patients with a range of prevalent and rare
retinal diseases that result in blindness.
|
|
·
|
Financing stage: Beacon raised
$170 million (£134 million) in a Series B funding in July
2024. Forbion led the round and, alongside
Syncona, the financing was supported by existing investors Oxford
Science Enterprises and the University of Oxford, and new investors
TCGX and Advent Life Sciences. As a result of the financing,
Syncona's holding in Beacon was written up by £14.1 million (2.2p
per share); a 17.6% uplift to the 31 March 2024 valuation of the
company. The Series B financing brings the total amount that Beacon
has raised in funding to date to approximately $290 million. The
funds will be used to support the continued clinical development of
AGTC-501 for XLRP and to generate Phase I/II clinical trial data
for Beacon's dry age-related macular degeneration (dAMD)
programme.
|
|
·
|
Lead programme: Post-period end
Beacon released positive interim data from the Phase II SKYLINE
trial, which showed a 57% response rate in the 24-month analysis of
retinal sensitivity, the primary endpoint for the trial. This was a
key value inflection point for the company and showed the potential
of AGTC-501 as a one-time therapy for XLRP. During the period,
Beacon also announced the initiation of its Phase II/III pivotal
VISTA study for AGTC-501 in XLRP. Beacon plans to use the data
generated from the VISTA trial, in combination with data from the
Phase I/II HORIZON and Phase II SKYLINE trials, to support its
regulatory strategies in the EU and US.
|
|
·
|
Commercialisation update: In
April 2024 Beacon announced the sale of its manufacturing team and
facility in Alachua, Florida to Ascend Advanced Therapies (Ascend).
The transaction includes a long-term partnership with Ascend to
secure GMP product supply for AGTC-501, enabling the company to
focus on clinical development.
|
|
·
|
Pipeline programmes: Beacon's
second retinal disease programme is targeting dAMD, a leading cause
of irreversible vision loss in people over 60.
|
|
·
|
People update: During the
period Beacon announced the appointment of Lance Baldo, M.D. as
CEO, and Thomas Biancardi as Chief Financial Officer. Lance brings
more than 20 years of experience in biopharmaceuticals including
the successful launch of two new indications and a new formulation
for Lucentis while at Genentech. Most recently, he served as CMO at
Freenome, an early cancer detection company, where he led the
design and execution of the company's medical strategy to support
its pipeline, from clinical trials through registration and
commercialisation. Thomas is a biopharmaceutical industry veteran
with over 25 years of financial and operational leadership
experience, predominantly within ophthalmology. During his career,
he has assisted numerous companies in raising capital and
establishing clinical and commercial operations.
|
|
·
|
Key
value inflection points:
· Three-month data readout from the Phase II DAWN trial in XLRP
expected in H2 CY2024.
· Data
readout from its Phase II/III pivotal VISTA trial in XLRP expected
in CY2026.
|
Autolus (7.3% of NAV, 10.6% shareholding) - Moving towards
being on the market
Syncona team view
Autolus Therapeutics' (Autolus) was
granted approval post-period end from the FDA for its lead therapy,
AUCATZYL® (obe-cel), and has subsequently commenced
commercial launch. This novel CAR T-cell therapy has the potential
to be a best-in-class therapy for patients with r/r B-ALL,
supported by its very positive safety profile compared to current
CD19 CAR T-cell therapies. The company continues to deliver against
its operational milestones, is well capitalised to drive the full
launch and commercialisation of AUCATZYL®, and is on
track to advance its pipeline development plans into autoimmune
diseases. As Autolus transitions to commercial stage, Syncona
believes it is the natural time to rebalance its exposure to the
business and, as such, Syncona sold 8.3% of its Autolus holding in
the period, generating proceeds of $12.6 million (£9.7 million). A
further 5.7% was sold post-period end, generating proceeds of $8.6
million (£6.6 million), and Syncona retains a 9.9% ownership stake
valued at $96.0 million (£75.3 million)[26].
|
·
|
Company focus: Autolus is
developing next generation programmed T-cell therapies for the
treatment of cancer and autoimmunity with a clinical pipeline
targeting haematological malignancies, solid tumours and autoimmune
diseases.
|
|
·
|
Financing stage: Cash and cash
equivalents at 30 September 2024 totalled $657.1 million ($239.6
million at 31 December 2023). Autolus
estimates that, with its current cash and cash equivalents, it is
well capitalised to drive the full launch and commercialisation of
obe-cel in r/r adult ALL, as well as to advance its pipeline
development plans.
|
|
·
|
Lead programme: Autolus
announced further data from its study of obe-cel (to be marketed as
AUCATZYL®) in r/r B-ALL at the American Society of
Clinical Oncology (ASCO) Annual Meeting in May 2024, further
underlining the strong safety profile of the drug, whilst
demonstrating a durable response to treatment and potential for
long-term survival outcomes. Autolus has had Marketing
Authorisation Applications (MAAs) accepted for review by the UK's
Medicines and Healthcare products Regulatory Agency (MHRA) and the
European Medicines Agency (EMA). Post-period end, Autolus received
marketing approval from the FDA for AUCATZYL® and
subsequently commenced commercial launch in the US.
|
|
·
|
Commercialisation readiness: Autolus has delivered significant operational milestones to
support the planned commercialisation of AUCATZYL® and
enable the company to launch the product at a scale that serves the
expected global demand. Global production capacity will be served
by Autolus' specialist 70,000 sq. foot advanced manufacturing
facility (the Nucleus), the UK's first purpose-built CAR T-cell
manufacturing unit.
|
|
·
|
Pipeline programmes: Autolus
expects to publish initial data from its Phase I trial of obe-cel
in SLE in H1 CY2025. The company's clinical programmes of AUTO8,
AUTO6NG and AUTO1/22 are progressing well and data updates for all
programmes are expected in CY2025.
|
|
·
|
People update: Autolus
announced the appointment of Matthias Will, M.D., as Chief
Development Officer. He joined Autolus from Dren Bio, Inc., a
privately held biotech company, where he served as Chief Medical
Officer (CMO), and has previously held roles at CytomX
Therapeutics, Gilead, and Novartis. The company also appointed Mike
Bonney as Chair of the Board of Directors, and Ravi Rao M.D., as
Non-Executive Director.
|
|
·
|
Key
value inflection point: Commercial
traction following US launch of AUCATZYL® (obe-cel) in
r/r adult ALL expected in CY2025, after FDA regulatory
approval.
|
|
|
|
Clinical-stage companies - 26.1% of
NAV
Spur (13.8% of NAV, 82.9% shareholding) - Moving towards
publishing definitive data
Syncona team view
During the period we announced that
Freeline had completed the acquisition of Syncona portfolio company
SwanBio to form Spur Therapeutics (Spur), a new company with a
consolidated AAV gene therapy pipeline. Spur continues to make
strong clinical and operational progress, and Syncona has been
encouraged by the data published from its lead Gaucher disease
programme, including the data published post-period end at the
European Society of Gene and Cell Therapy (ESGCT) 31st
Annual Congress, demonstrating a favourable efficacy and safety
profile for FLT201. This data de-risks Spur's technology and
supports the advancement of the company's pre-clinical pipeline
into more prevalent disorders, including Parkinson's disease. We
believe FLT201 can be a first- and best-in-class gene therapy for
Gaucher disease patients with the potential of delivering value for
our shareholders.
|
·
|
Company focus: Developing
transformative gene therapies for patients suffering from chronic
debilitating diseases.
|
|
·
|
Financing stage: As part of
Syncona's acquisition of Freeline, Syncona provided $15 million
(£11.9 million) of financing to enable the company to meet its
near-term cash requirements to continue to advance FLT201.
Alongside Freeline's acquisition of SwanBio to create Spur, Syncona
committed to providing a further £40.0 million in financing to
support the development of the company's expanded pipeline. The
management team has also executed on a series of operational and
clinical actions to extend its cash runway.
|
|
·
|
Lead programme: The company
presented positive data from its lead Gaucher disease programme at
the American Society of Gene & Cell Therapy (ASGCT) in May
2024, reinforcing the safety, tolerability and efficacy profile of
FLT201, as well as its potential to improve quality of life for
patients. Importantly, the data showed levels of
lyso-Gb1[27] were substantially reduced in
patients with persistently high lyso-Gb1 levels, despite years on
prior treatment with enzyme replacement therapy (ERT), the current
standard of care for Gaucher disease patients, or substrate
reduction therapy (SRT). This was reinforced with further data
readouts in July 2024 and post-period end at the ESGCT
31st Annual Congress, that underlined the efficacy and
safety profile of FLT201 and reinforced the long-lasting potential
of FLT201 beyond what can be delivered through the current standard
of care. The data presented at ESGCT was a key value inflection
point for Spur. The company expects to
report additional data from the Phase I/II trial of FLT201
in Gaucher disease in H1 CY2025 and is on track to initiate Phase III trial in
CY2025.
|
|
·
|
Pipeline programmes: Spur's
second clinical-stage gene therapy programme, SBT101 in
adrenomyeloneuropathy (AMN), continued to make progress during the
period and the company expects to announce initial safety data from
the higher dose cohort in H1 CY2025. The company also presented new
pre-clinical data at the inaugural GBA1 meeting from its GBA1
Parkinson's disease research programme demonstrating that its
engineered enzyme reduces the accumulation of α-Synuclein, a
protein that plays an important role in the development and
progression of Parkinson's disease, more effectively than the
naturally occurring protein.
|
|
·
|
Key
value inflection point: Completion
of the pivotal stage of its Phase III trial in Gaucher disease
expected in CY2027.
|
Quell (7.0% of NAV, 33.7% shareholding) - Moving towards
publishing emerging efficacy data
Syncona team view
During the period Quell Therapeutics
(Quell) announced positive and translational safety data from the
initial safety cohort of three patients from its lead QEL-001
programme in liver transplantation. This data has supported Quell's
subsequent decision to advance QEL-001 into the efficacy cohort of
its Phase I/II trial. The company continues to deliver against
operational and clinical milestones, and a data readout from the
Phase I/II study is expected in CY2025.
|
·
|
Company focus: Developing
engineered T-regulatory (Treg) cell therapies to treat a range of
conditions such as solid organ transplant rejection, autoimmune and
inflammatory diseases.
|
|
·
|
Financing stage: Raised $156
million in a syndicated Series B financing in November
2021.
|
|
·
|
Clinical update: During the
year Quell presented safety data from its lead programme at the
American Transplant Congress, demonstrating that QEL-001 was safe
and well tolerated by liver transplant patients. Further
translational data was presented post-period end at the ESGCT
Annual Congress demonstrating durable enrichment of the QEL-001
CAR-Tregs in liver grafts. The company has also advanced QEL-001 to
the efficacy cohort of the LIBERATE Phase I/II trial.
|
|
·
|
People update: Quell announced
the appointment of Luke Beshar as Chair of its Board of Directors.
Luke has more than 35 years of strategic development, financial and
transactional experience from his Board and C-suite executive roles
at several innovative, high-growth public and private
companies.
|
|
·
|
Key
value inflection point: Data readout
from its Phase I/II trial in liver transplantation expected in
CY2025.
|
Anaveon (3.1% of NAV, 36.9% shareholding)
- Moving towards
publishing emerging efficacy data
Syncona team view
Anaveon has previously published
positive pre-clinical data for ANV600 and Syncona believes this
pre-clinical data combined with the clinical data from the
previous-generation compound supports ANV600's anticipated clinical
safety and efficacy. Syncona looks forward to Anaveon reporting
data from its Phase I/II clinical trial of ANV600, which will
provide insight into the value potential of this
programme.
|
·
|
Company focus: Developing a
selective IL-2 receptor agonist, a type of protein that could
enhance a patient's immune system to respond therapeutically to
cancer.
|
|
·
|
Financing stage: Raised CHF 110
million (£90 million) in a syndicated Series B financing in 2021.
Reflecting the previously announced strategic decision to focus on
the ANV600 programme, which is pre-clinical stage, Syncona and the
syndicate of investors in Anaveon adjusted the price of the final
CHF 36.2 million (£32.5 million) tranche of this
financing.
|
|
·
|
Lead programme: During the
period Anaveon entered the clinic with its Phase I/II trial of
ANV600.
|
|
·
|
People update: Anaveon
announced the appointment of Dieter Weinand as Chair of its Board
of Directors. Dieter is an experienced business leader in the
pharmaceutical industry and is the former Chair and CEO of Bayer
Pharmaceuticals.
|
|
·
|
Key
value inflection point: Data readout
from its Phase I/II trial of ANV600 expected in CY2026.
|
iOnctura (2.2% of NAV, 23.0% shareholding) - Moving towards
publishing definitive data
Syncona team view
iOnctura represents a significant
opportunity for Syncona to invest in a clinical-stage company which
has the potential to move to late-stage development and deliver
high patient impact. The Syncona team continues to work closely
alongside iOnctura's management team to review its pipeline and
explore the breadth of roginolisib's utility in broader
indications. Syncona believes roginolisib has the potential to
modulate an important biological pathway in cancer with a
side-effect profile that will allow it to benefit many
patients.
|
·
|
Company focus: Developing
selective cancer therapeutics against targets that play critical
roles in multiple tumour survival pathways.
|
|
·
|
Financing stage: Syncona led a
€80 million (£68.4 million) Series B financing of iOnctura in March
2024 as part of a leading syndicate including existing investors
Merck Ventures, Inkef Capital, Schroders Capital, VI Partners and
the 3B Future Health Fund, as well as new investor the European
Innovation Council.
|
|
·
|
Lead programme: iOnctura's lead
programme, roginolisib, is a first-in-class allosteric (indirect)
modulator of PI3K delta (PI3Kδ), which has potential application
across a variety of solid tumour and haematological cancers. The
company expanded its clinical trial programme for roginolisib to
non-small cell lung cancer via a clinical collaboration agreement
with GSK. The company expects to initiate a Phase II trial in uveal
melanoma in CY2024, followed by Phase II trial initiations in
non-small cell lung cancer and primary myelofibrosis in
CY2025.
|
|
·
|
Pipeline programmes: The
company has a number of clinical and pre-clinical pipeline
programmes in broader oncology indications.
|
|
·
|
Key
value inflection point: Data
readout from its Phase II trial in uveal melanoma expected in
CY2026.
|
Pre-clinical companies - 20.2% of
NAV
Resolution (5.6% of NAV, 82.6% shareholding) - Moving towards
publishing definitive data
|
·
|
Company focus: Resolution
Therapeutics (Resolution) is pioneering regenerative macrophage
therapy in inflammatory and fibrotic diseases.
|
|
·
|
Financing stage: During the
period Syncona committed £63.5 million in Series B financing to
Resolution. The proceeds will be used to support the clinical entry
and development of lead programme RTX001, with the company now
funded to deliver data from the Phase I/II clinical trial of RTX001
in end-stage liver disease, which is expected to enter the clinic
in H2 CY2024.
|
|
·
|
Clinical update: Data presented
at the European Association for the Study of the Liver (EASL)
Congress from the MATCH II academic study demonstrated excellent
safety and efficacy of the macrophage cell therapy at 30 months
post-treatment. This was reinforced by complete three-year MATCH II
data that was announced ahead of presentation at the American
Association of the Study of Liver Disease (AASLD), taking place
from 15-19 November. New preclinical data also to be presented at
AASLD suggests superior anti-inflammatory and anti-fibrotic of
RTX001 compared to non-engineered macrophages. Resolution is using
the outputs of the MATCH II trial to prepare RTX001 for its Phase
I/II clinical trial, which is now recruiting.
|
|
·
|
People update: Resolution
announced the appointment of Paul Sekhri as Chair of its Board of
Directors. Paul has over 35 years of experience in the life
sciences industry, including leading business development and
strategy in major pharmaceutical and biotechnology companies where
he has a successful track record of partnering, M&A and
financing.
|
|
·
|
Key
value inflection point: Data readout
from its Phase I/II trial in end-stage liver disease expected in
CY2026.
|
Purespring (4.5% of NAV, 38.1% shareholding) - Moving towards
publishing emerging efficacy data
|
·
|
Company focus: Developing gene
therapies for the treatment of chronic renal diseases which are
currently poorly served by existing treatments.
|
|
·
|
Financing stage: Purespring
Therapeutics (Purespring) raised £80 million in an oversubscribed
Series B financing in September 2024, with Syncona committing £19.9
million alongside a leading syndicate led by Sofinnova Partners, in
collaboration with Gilde Healthcare, Forbion, and British Patient
Capital. Proceeds will be used to advance Purespring's strong
pipeline of disease modifying gene therapies into the clinic and
support the expected initiation of a Phase I/II clinical trial in
CY2026 for its lead programme PS-002 targeting IgA Nephropathy
(IgAN), a chronic kidney disease principally affecting young
adults.
|
|
·
|
Development update: Purespring
presented pre-clinical data at the 61st European Renal
Association (ERA) Congress, showing that transgenes can be
efficiently targeted to podocytes, highly specialised kidney cells,
to replace defective genes or to use the podocyte as a protein
factory to modulate kidney biology. The presented data establishes
the potential of AAV gene therapy to deliver transgenes to the
podocyte to replace defective genes or to modulate protein
production. Post-period end Purespring presented pre-clinical data
at the American Society of Nephrology (ASN) Kidney Week 2024,
demonstrating that targeting podocytes to modulate complement
activation reduces signs of kidney disease in animal models and is
an effective therapeutic strategy.
|
OMass (4.3% of NAV, 28.9% shareholding)
- Moving towards
publishing emerging efficacy data
|
·
|
Company focus: Developing small
molecule drugs to treat rare diseases and immunological
conditions.
|
|
·
|
Financing stage: OMass
Therapeutics (OMass) raised £75.5 million in a Series B financing
in April 2022, with an additional £10 million investment from
British Patient Capital announced in May 2023.
|
|
·
|
Development update: During the
period OMass selected its candidate for its lead MC2 programme, a G
protein-coupled receptor (GPCR) for the adrenocorticotrophic
hormone (ACTH). This will support the development of therapies
which target conditions including congenital adrenal hyperplasia
and Cushing's Syndrome.
|
Kesmalea (1.7% of NAV, 59.7% shareholding) - Moving towards
completing operational build
|
·
|
Company focus: An opportunity
to create a new generation of small molecule oral drugs addressing
diseases through modulating protein homeostasis.
|
|
·
|
Financing stage: Kesmalea
Therapeutics (Kesmalea) raised £20.0 million in a Series A
financing led by Syncona in 2022 alongside Oxford Science
Enterprises. An additional £5.0 million was raised in 2023 with
Syncona committing £4.0 million.
|
|
·
|
Development update: The company
progressed development of its platform technology and discovery
programmes.
|
|
·
|
People update: Kesmalea
announced the appointment of Robert Johnson as CEO. Robert was
previously CEO of Adrestia Therapeutics until its acquisition by
Insmed. Prior to that, he held executive positions at Affinia
Therapeutics, which he co-founded.
|
Yellowstone (1.4% of NAV, 60.9% shareholding) - Moving towards
completing operational build
|
·
|
Company focus: Pioneering
soluble bispecific T-cell receptor (TCR)-based therapies to unlock
a new class of cancer therapeutics, with a focus on frequently
expressed peptide antigens presented by HLA class II.
|
|
·
|
Financing stage: Syncona
committed £16.5 million to Yellowstone Biosciences (Yellowstone) in
a Series A financing in 2024.
|
|
·
|
People update: The company
continues to build out its team as it works towards completing
operational build.
|
Mosaic (1.3% of NAV, 76.6% shareholding)
- Moving towards
completing operational build
|
·
|
Company focus: Oncology
therapeutics company using advanced computational methods and
next-generation cancer models to discover and develop novel
targeted combination medicines.
|
|
·
|
Financing stage: £22.5 million
Series A announced in April 2023, led by Syncona alongside
Cambridge Innovation Capital. During the period the financing was
extended by a further £5.7 million.[28]
|
|
·
|
Platform capabilities: Mosaic
Therapeutics' (Mosaic) technology platform uses proprietary disease
models and machine learning to enable identification of novel
biological intervention to drive responses in cancer. The company
will then leverage these insights to build a pipeline of
programmes.
|
|
·
|
People update: Post-period end,
the company appointed Dr Barry Davies as CSO. Barry brings over 25
years of experience in drug discovery, including 19 years at
AstraZeneca where he was most recently Senior Director, Global
Project Leader.
|
Forcefield (0.9% of NAV, 62.6% shareholding) - Moving towards
publishing emerging efficacy data
|
·
|
Company focus: Pioneering
best-in-class therapeutics aiming to protect cardiomyocytes (heart
cells) to revolutionise the treatment of heart attacks.
|
|
·
|
Financing stage: Syncona
committed to a Series A financing in Forcefield Therapeutics
(Forcefield) in March 2024. Syncona's total commitment in the
Series A is £20.0 million, and during the period Forcefield
attracted a further £10.0 million Series A commitment from Roche
Venture Fund which resulted in a write up of £2.4 million, a 37.6%
uplift to Syncona's 31 March 2024 holding value of the
company.
|
Slingshot (0.5% of NAV, 100.0% shareholding) - Moving towards
completing operational build
|
·
|
Company focus: Slingshot, the
Syncona Accelerator (Slingshot) is focused on accumulating and
accelerating a pipeline of exceptional academic science towards
clinical development.
|
|
·
|
Financing stage: Syncona has
provided Slingshot with an initial commitment of £12.5 million,
which will be used to support the development of its first
programme, Apini, as well as Slingshot's operational build and
platform development. Slingshot has been added to the strategic
portfolio in the financial year.
|
|
·
|
People update: SIML Executive
Partner Richard Wooster has joined Slingshot as the company's
founding CSO and a Director, working alongside SIML Managing
Partner Edward Hodgkin who will act as Executive Chair.
SIML's Chief Financial Officer, Kate Butler has
joined Slingshot's Board of Directors. Additional appointments have been made to support Slingshot's
operations and the development of its pipeline.
|
Portfolio milestones and deferred consideration - 0.5% of
NAV
Syncona also currently has rights to
potential milestone payments related to the sale of Neogene to
AstraZeneca and the sale of Clade to Century. Together, these
potential milestones are valued on a risk-adjusted discounted cash
flow basis at £4.8 million.
Alongside these, Syncona has the
potential to benefit from any future commercialisation of Beacon's
lead asset AGTC-501 via a "deferred consideration", and holds a
right to a royalty payment relating to Purespring's lead programme.
The valuation of both of these rights is included within our
valuation of Syncona's total interest in Beacon and
Purespring.
Syncona investments - 5.2% of NAV
Syncona has £60.1 million of value
in its investments, which are non-core and provide optionality to
deliver returns for our shareholders. Our assets held within our
investments are Achilles Therapeutics (Achilles), Century, CRT
Pioneer Fund, and Biomodal (formerly Cambridge
Epigenetix).
During the period Achilles announced
that it would be discontinuing its lead programme, closing its
clinical trials and exploring strategies to maximise value for its
remaining assets. Syncona has been engaging with the company on
routes to maximise value and is supportive of the actions taken by
the leadership team as the best path forward for the
company.
During the period, Clade was
acquired by Century Therapeutics (Century) for up to $45.0 million
(£35.9 million), with upfront consideration to Syncona of $9.3
million (£7.4 million). Following completion of the acquisition
Syncona holds its shares in Century within its investment
portfolio.
Roel Bulthuis, Managing Partner, Head of Investments, Syncona
Investment Management Limited, 13 November 2024
Financial
review
Syncona's strategy is supported by
our capital pool, people and operating model, which underpin our
ability to deliver growth for our shareholders. We take a robust
and prudent approach to valuation and managing our balance sheet,
whilst closely managing our costs. This supports the delivery of
our strategy and our ongoing focus on optimising returns for our
shareholders.
Capital allocation
We take a rigorous approach to
capital allocation and are resolutely focused on delivery and
growth, as we continue to prioritise capital towards clinical
opportunities and assets that are approaching clinical entry. £90.0
million was deployed in the period, with Syncona continuing to
anticipate that deployment into the portfolio and pipeline at
financial year end will be £150-200 million, in line with prior
guidance.
During the period, the Board
allocated a further £20.0 million to the share buyback, with an
additional £15.0 million allocated post-period end. This takes the
total allocation to date to £75.0 million, of which £46.3 million
has been deployed to date, at an average discount of 34.7%,
resulting in an accretion of 3.66p to NAV per share since September
2023. £19.4 million of shares were repurchased during the period,
at an average discount of 36.2%, resulting in an accretion of 1.59p
to NAV per share, with a further £6.7 million of shares repurchased
since the period end, at an average discount of 39.3%.
Syncona's rigorous approach to
capital allocation is supported by financings completed in the
period across the portfolio, with £170.5 million raised from
external investors, alongside £139.2 million[29] of capital committed by Syncona[30]. Our key value inflection points expected by the
end of CY2027, which have the potential to support significant
growth of our NAV, are funded. Key value inflection points are
funded by capital committed by Syncona and third-party investors in
financings, or underwritten by Syncona's capital pool. A portion of
Syncona's capital pool is also committed to funding future
operational costs and the current share buyback allocation. The
remainder of our capital pool is allocated towards driving broader
portfolio company milestones and new investments.
|
£M
|
% OF CAPITAL
POOL
|
Committed to portfolio
companies, operational costs and share buybacks
|
232.2
|
65.8%
|
Underwriting key value
inflection points
|
78.7
|
22.3%
|
Driving broader portfolio
milestones and new investments
|
41.8
|
11.9%
|
Capital pool management
Within our capital pool of £352.7
million we ensure that we allocate between 12 and 24 months of
funding to cash and Treasury Bills. Longer-term capital is
allocated to a number of low volatility, highly liquid, multi-asset
and credit funds or mandates, managed by Kempen and M&G with
portfolio mandates to deliver a core CPI (consumer price index)
return over the mid-term. At the period end, £185.6 million was
held in cash and Treasury Bills, with £148.5 million held in
multi-asset funds and credit funds. The remainder of the capital
pool is invested in mature cash generative private equity funds. To
provide Syncona with a natural hedge against short-term US dollar
cash flows, 19.2% of our capital pool is held in US dollars and the
5.9% weakening of the US dollar versus sterling over the period
resulted in an unrealised foreign exchange loss of £3.8 million at
the period end. The overall return across our capital pool during
the period was 1.0%.
|
£m
|
% of Gross capital
pool[31]
|
% of nav
|
CASH
|
55.9
|
15.9%
|
4.9%
|
Treasury
Bills
|
129.7
|
36.8%
|
11.3%
|
credit
funds
|
75.9
|
21.6%
|
6.6%
|
Multi-asset
funds
|
72.6
|
20.6%
|
6.3%
|
private equity
funds
|
18.0
|
5.1%
|
1.6%
|
We continue to monitor the asset
allocation and foreign exchange exposure within the capital pool
based on our capital requirements and market conditions, with a
focus on balancing inflationary risk with a core strategy of
capital preservation and liquidity access.
Valuation approach
Syncona values its unlisted
portfolio companies in accordance with the International Private
Equity and Venture Capital (IPEV) Valuation Guidelines. At the
period end, our life science portfolio comprised listed holdings
(11.8%), private companies either valued at price of recent
investment (PRI) (43.3%), or on the basis of capital invested
(calibrated cost) (38.3%). In addition, potential milestone and
deferred consideration payments relating to Beacon, Neogene and
Clade are valued on a risk-adjusted discounted cash flow basis in
line with our Valuation Policy and together represent 2.4% of the
portfolio[32].
Throughout the challenging macro
environment, which has impacted valuations for early-stage life
science companies, the Syncona team has continued to rigorously
review the robustness of our private company valuations. Our
approach to valuation includes taking inputs from the investment
team, with a focus on delivery against upcoming milestones as well
as taking into account any developments during the period which may
have impacted the investment theses of individual companies. We
also take into account inputs from Syncona's external valuation
adviser, alongside evolving market data. Following the recent work
carried out financing the portfolio, including through the delivery
of syndicated financings alongside aligned investors, £770.1
million (67.3%) of NAV has been priced with reference to a
third-party mark since the start of 2022, from the point that the
market downturn had fully set in. Consequently, we believe our NAV
is robust, providing Syncona with a strong basis for future
growth.
Disciplined cost management
Syncona continues to remain focused
on tightly managing its costs. As highlighted in our recent annual
results in June, Syncona has invested in its platform and team to
support its growth ambitions. This has included senior appointments
to the investment team as well as the Executive Partner group,
alongside other investments to support scaling our model. With the
team and operating platform required to deliver our strategic
targets now largely built, SIML anticipates that management fees
for FY2024/5 will be below those of the previous financial year
(£16.6 million).
Kate Butler, Chief Financial Officer of Syncona Investment
Management Limited, 13 November 2024
Supplementary
information
Portfolio milestones delivery
since introduction of NAV Growth Framework (Interim Results,
November 2023)
Strategic life science portfolio company
|
Milestone
|
Milestone type
|
Expected
|
Status
|
Autolus
|
Further long-term follow up data
from its pivotal study in obe-cel in adult r/r B-ALL
|
Capital access milestone
|
H2 CY2023
|
Delivered
|
BLA submission for obe-cel to the
FDA
|
Capital access milestone
|
H2 CY2023
|
Delivered
|
Initiate a Phase I study of obe-cel
in refractory SLE, extending the use of obe-cel into autoimmune
diseases
|
Capital access milestone
|
H1 CY2024
|
Delivered
|
Initial data from Phase I trial in
SLE
|
Capital access milestone
|
H2 CY2024
|
Now expected in H1 CY2025
|
Commence the US commercial launch of
obe-cel, dependent on anticipated FDA regulatory approval in
November
|
Capital access milestone
|
H2 CY2024
|
Delivered
|
Achilles[33]
|
Provide further data from its Phase
I/IIa clinical trial in NSCLC
|
Capital access milestone
|
Q1 CY2024
|
Delivered in Q2 CY2024
|
Provide further data from its Phase
I/IIa clinical trial in melanoma
|
Capital access milestone
|
Q1 CY2024
|
Delivered in Q2 CY2024
|
Quell
|
Complete dosing of the safety cohort
in its Phase I/II trial in liver transplantation
|
Capital access milestone
|
H2 CY2023
|
Delivered in H1 CY2024
|
Initial safety data in Phase I/II
trial in liver transplantation
|
Capital access milestone
|
H1 CY2024
|
Delivered
|
Beacon
|
Publish 12-month data from its Phase
II trial in XLRP
|
Capital access milestone
|
H1 CY2024
|
Delivered
|
Initiate its Phase II/III trial in
XLRP
|
Capital access milestone
|
H1 CY2024
|
Delivered
|
Publish 24-month data from its Phase
II SKYLINE trial in XLRP
|
Key value inflection
point
|
H2 CY2024
|
Delivered
|
Three-month data readout from the
Phase II DAWN trial in XLRP
|
Moved from capital access milestone
to key value inflection point
|
CY2025
|
Now expected in H2 CY2024
|
Spur
|
Release of additional data from its
Phase I/II trial in Gaucher disease
|
Capital access milestone
|
CY2024
|
Delivered
|
Initial safety readout in higher
dose cohort from its Phase I/II trial in AMN
|
Capital access milestone
|
H1 CY2024[34]
|
Now expected in H1 CY2025
|
Data readout from its Phase I/II
trial in Gaucher disease
|
Key value inflection
point
|
H2 CY2024
|
Delivered
|
Anaveon
|
Publish initial data from its Phase
I/II trial of ANV419 in metastatic melanoma
|
Capital access milestone
|
H2 CY2024
|
ANV419 programme
deprioritised
|
Initiation of Phase I/II trial of
ANV600
|
Capital access milestone
|
H2 CY2024
|
Delivered
|
Our
track record since 2012
-
|
£1,349.4 million deployed in life
science portfolio since 2012
|
|
-
|
17.2% IRR and 1.3x multiple on cost
across whole portfolio[35]
|
|
Company
|
Cost (£m)
|
Value (£m)
|
Multiple
|
IRR
|
Strategic portfolio
|
|
|
|
|
Autolus
|
133.3
|
83.4
|
0.6
|
(8.1)%
|
Spur
|
372.6
|
157.5
|
0.4
|
(23.8%)
|
Beacon (incl. Deferred
Consideration)
|
89.8
|
113.0
|
1.3
|
17.0%
|
Quell
|
61.4
|
80.0
|
1.3
|
7.3%
|
Resolution
|
59.9
|
63.6
|
1.1
|
3.6%
|
Purespring
|
50.0
|
51.2
|
1.0
|
1.1%
|
OMass
|
41.4
|
49.7
|
1.2
|
5.6%
|
Anaveon
|
52.5
|
35.9
|
0.7
|
(13.1%)
|
iOnctura
|
25.7
|
25.0
|
1.0
|
(5.4%)
|
Kesmalea
|
20.0
|
20.0
|
1.0
|
0.0%
|
Mosaic
|
15.0
|
15.0
|
1.0
|
0.0%
|
Forcefield
|
8.2
|
10.6
|
1.3
|
16.7%
|
Yellowstone
|
16.5
|
16.5
|
1.0
|
0.0%
|
Slingshot
|
5.6
|
5.6
|
1.0
|
0.0%
|
Realised companies
|
|
|
|
|
Blue Earth
|
35.3
|
351.0
|
9.9
|
83.3%
|
Gyroscope
|
113.1
|
325.3
|
2.9
|
50.0%
|
Nightstar
|
56.4
|
255.7
|
4.5
|
71.1%
|
Neogene (incl. Milestone
value)
|
14.3
|
19.5
|
1.4
|
13.4%
|
Clade (incl. Milestone
value)
|
23.2
|
8.0
|
0.3
|
(42.6%)
|
Autolus (partial
realisation)
|
13.7
|
9.7
|
0.7
|
(18.9%)
|
Azeria
|
6.5
|
2.2
|
0.3
|
(50.1%)
|
14MG
|
5.5
|
0.7
|
0.1
|
(46.4%)
|
Investments
|
|
|
|
|
Achilles[36]
|
60.7
|
8.5
|
0.1
|
(32.0%)
|
|
|
|
|
|
Other unrealised
investments
|
37.9
|
51.6
|
1.4
|
4.2%
|
Realised investments
|
31.0
|
30.9
|
1.0
|
0.0%
|
Total
|
1,349.4
|
1,792.1
|
1.3
|
17.2%
|
|
|
|
|
|
| |
Performance since 2016
In 2016, Syncona merged with the
Battle Against Cancer Investment Trust (BACIT), becoming a FTSE 250
life science investor and expanding its permanent capital base.
Since that time, Syncona's NAV per share has increased from 127.9p
to 178.9p, a total return of 5.0% per annum. Using an IRR
calculation for the performance of the Syncona life science
portfolio over the same period, the portfolio has delivered an IRR
of 12.9% and is valued at a 1.3 multiple of its 2016
value.
Peer Group transaction values and market capitalisations for
iOnctura, Spur and Beacon
iOnctura
|
M&A
(US$m)
|
NASDAQ
(US$m)
|
|
Spur
|
M&A
(US$m)
|
NASDAQ
(US$)
|
|
Beacon
|
M&A
(US$m)
|
NASDAQ
(US$)
|
|
7,304.8
|
11,837.5
|
|
|
7972.2
|
4508.7
|
|
|
5377.7
|
588.5
|
|
3,139.8
|
7,318.3
|
|
|
2617.8
|
1793.8
|
|
|
4149.1
|
567.7
|
|
2,573.0
|
2,771.8
|
|
|
2000.0
|
1695.7
|
|
|
800.0
|
453.3
|
|
2,500.0
|
2,210.6
|
|
|
778.4
|
1251.2
|
|
|
716.4
|
168.1
|
|
1,789.5
|
2,134.4
|
|
|
308.0
|
588.5
|
|
|
352.9
|
|
|
1,050.0
|
1,054.4
|
|
|
283.9
|
547.1
|
|
|
130.0
|
|
|
287.2
|
859.4
|
|
|
69.0
|
438.0
|
|
|
|
|
|
200.0
|
774.4
|
|
|
|
426.4
|
|
|
|
|
|
185.0
|
519.8
|
|
|
|
401.2
|
|
|
|
|
|
185.0
|
437.5
|
|
|
|
265.5
|
|
|
|
|
|
100.0
|
286.2
|
|
|
|
264.6
|
|
|
|
|
|
99.0
|
212.3
|
|
|
|
245.3
|
|
|
|
|
|
78.0
|
186.2
|
|
|
|
80.7
|
|
|
|
|
|
24.0
|
90.4
|
|
|
|
|
|
|
|
|
|
|
56.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
iOnctura:
Constituents of M&A peer group: AnHeart Therapeutics, Kinnate Biopharma, Theseus
Pharmaceuticals, ORM, Kinnjiu, Turning Point, Oncoceutics, Forbius,
ArQule, Peloton Therapeutics, Loxo Oncology, Ignyta, Tolero, Acerta
Pharma
Constituents of the trading peer group:
Revolution Medicines, Nuvalent, IDEAYA, Nurix,
Recursion, Relay, Tyra, Monte Rosa, Foghorn, C4, Acrivon, Nuvectis,
Black Diamond, Prelude, Immuneering
Spur:
Constituents of M&A peer group: Orchard Therapeutics, Decibel Therapeutics, Akouos, Prevail
Therapeutics, AskBio, Audentes Therapeutics, AveXis
Constituents of the trading peer group:
Crispr, Intellia, Rocket, Neurogene, RegenxBio,
Verve, Taysha, Voyager, UniQure, Editas, Lexeo, Solid Bio, Bluebird
Bio
Beacon:
Constituents of M&A peer group: Bota-vec (MeiraGTx), Iveric Bio, Gyroscope Therapeutics,
Nightstar Therapeutics, Spark Therapeutics, Ocata
Constituents of the trading peer group:
RegenxBio, Meira GTx, 4D Molecular,
Adverum
Approach to disclosing portfolio company
information
Our model is to create companies
around world-leading science, bringing the commercial vision and
strategy, building the team and infrastructure and providing the
funding to scale these businesses.
When we create or invest in a
portfolio company, or when a portfolio company completes an
external financing or other transaction, we may announce that
transaction. Our decision on whether (and when) to announce a
transaction depends on a number of factors including the commercial
preferences of the portfolio company. We would make an announcement
where we consider that a transaction is material to our
shareholders' understanding of our portfolio, whether as a result
of the amount of the commitment, any change in valuation or
otherwise.
In addition, our portfolio companies
are regularly progressing clinical trials. These trials represent
both a significant opportunity and risk for each company, and may
be material for Syncona.
In many cases, data from clinical
trials is only available at the end of the trial. However, a number
of our portfolio companies carry out open label trials, which are
clinical studies in which both the researchers and the patients are
aware of the drug being given. In some cases, the number of
patients in a trial may be relatively small. Data is generated as
each patient is dosed with the drug in a trial and is collected
over time as results of the treatment are analysed and, in the
early stages of these studies, dose-ranging studies are completed.
Because of the trial design, clinical data in open label trials is
received by our portfolio companies on a frequent basis. Individual
data points need to be treated with caution, and it is typically
only when all or substantially all of the data from a trial is
available and can be analysed that meaningful conclusions can be
drawn from that data about the prospect of success or otherwise of
the trial.
In particular, it is highly possible
that early developments (positive or negative) in a trial can be
overtaken by later analysis with further data as the trial
progresses.
We would expect to announce our
assessment of the results of a trial at the point we conclude on
the data available to us that it has succeeded or failed, unless we
conclude it is not material to our shareholders' understanding of
our portfolio. We would not generally expect to announce our
assessment of interim clinical data in an ongoing trial, other than
in the situation where the portfolio company announces interim
clinical trial data, in which case we will generally issue a
simultaneous announcement unless we believe the data is not
materially different from previously announced data.
In all cases we will comply with our
legal obligations, under the Market Abuse Regulation or otherwise,
in determining what information to announce.
Chris Hollowood, CEO of Syncona Investment Management Limited,
13 November 2024
Capital Allocation Policy
Syncona is committed to driving and
maximising returns for shareholders over the long term as we seek
to deliver on our 10-year targets as set out in November 2022. We
strive to deliver growth through capital appreciation and offer
investors the opportunity to access the expertise of Syncona's
specialist team and the growth potential of a proprietary
investment portfolio in a high risk and high reward
sector.
Focus on driving significant value through investing in life
science
The core premise of our investment
strategy is that significant risk-adjusted returns in life science
come when novel technology is developed to a late-stage clinical
product. We generate opportunities to do this by creating companies
from exceptional science, then building and scaling them over the
long term to reach late-stage clinical development, alongside
third-party investors. We also seek to make new investments in
clinical-stage opportunities, both public and private, where we can
similarly advance them to late-stage clinical development and
generate strong risk-adjusted returns.
Portfolio management and our NAV Growth
Framework
Many of our investments are both
capital intensive and illiquid. We aim to manage our portfolio as a
whole to ensure we have the capital required to deliver our
investment strategy, either in cash or from liquid assets in our
life science portfolio. We leverage our balance sheet by accessing
external sources of capital to support the funding of our portfolio
companies. We take a rigorous approach to capital allocation,
prioritising capital towards clinical opportunities and assets
which are approaching clinical entry, while continuing to create
companies based on exceptional science.
Our NAV Growth Framework gives
shareholders more clarity on which milestones and at what stage of
the development cycle we anticipate our companies will be able to
access capital and drive significant NAV growth. Emerging efficacy
and definitive data both have the potential to provide access to
capital. They also have the potential to drive significant NAV
growth, with the delivery of definitive data typically being more
valuable.
If our investment strategy is
successful, we anticipate that we will generate significant cash
proceeds from exits or other liquidity events and that over time
this will be the principal source of capital to fund our
strategy.
A
sustainable model and a strategic approach to capital
efficiency
Primarily, we will look to re-invest
cash proceeds across our portfolio and into new opportunities,
where we believe we can drive significant returns by continuing to
fund companies through to clinical and late-stage
development.
Where we do not see investment
opportunities that allow us to efficiently deploy capital across
our portfolio, we will seek to return capital to shareholders. We
will consider all forms of distribution mechanisms for capital
returns at the time. This includes buying back our own shares, in
particular if market conditions create dislocations between the
share price of Syncona and its stated NAV. We will continue to
ensure that we are positioned to sustainably deliver milestones
that have the potential to enable capital access and are funded to
deliver key value inflection points which have the potential to
deliver significant NAV growth.
Our approach to capital allocation
is dynamic and continues to evolve as the business scales and
matures, increasing the potential to access third party capital,
liquidity and optimise returns for our shareholders.
Principal risks and uncertainties
The principal risks and
uncertainties facing the Company for the second half of the
financial year are substantially the same as those disclosed in the
Report and Accounts for the year ended 31 March 2024:
https://www.synconaltd.com/media/lw4np1va/syn-ar24.pdf
Portfolio company risks:
- Scientific theses fail
- Clinical development doesn't deliver a commercially viable
product
- Portfolio concentration risk to platform technology
- Concentration risk and binary outcomes
Access to Capital:
- Not having capital to invest
- Private/public markets don't value or fund our companies when
we wish to access them
- Capital pool losses or illiquidity
People risks:
- Reliance on small Syncona team
- Systems and controls failures
- Unable to build high-quality team/team culture
- Unable to execute business plans
Macroeconomic
environment:
- Macroeconomic environment has a negative impact on sentiment
for portfolio companies and Syncona business model
Going Concern
The Condensed Consolidated Financial
Statements are prepared on a going concern basis. The net assets
held by the Group and within investment entities controlled by the
Group currently consist of securities and cash amounting to
£1,144.6 million (31 March 2024 £1,238.9 million) of which £334.2
million (31 March 2024: £435.8 million) are readily realisable
within three months in normal market conditions, including uncalled
commitments to underlying investments and funds amounting to £104.0
million (31 March 2024: £95.2 million).
Given the Group's capital pool of
£352.7 million (31 March 2024: £452.8 million) the Directors
consider that the Group has adequate financial resources to
continue its operations, including existing commitments to its
investments and planned additional capital expenditure for 12
months following the approval of the Condensed Consolidated
financial statements. The Directors also continue to monitor the
ever changing macro environment on the Group. Hence, the Directors
believe that it is appropriate to continue to adopt the going
concern basis in preparing the Condensed Consolidated Financial
Statements.
Related Parties
There have been no material changes
to the nature of related party transactions as described in the
Annual Report and Audited Financial statements for the year ended
31 March 2024. Refer to Note 11 for information on related party
transactions at 30 September 2024.
Statement of Directors' Responsibilities
The Directors confirm that to the
best of their knowledge:
a) the condensed set of
interim financial statements have been prepared in accordance with
IAS 34 'Interim Financial Reporting', as adopted by the European
Union;
b) the interim
management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events and their
impact during the first six months and description of principal
risks and uncertainties for the remaining six months of the year);
and
c) the interim
management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties' transactions
and changes therein).
The Directors of Syncona Limited
are:
Melanie Gee, Chair
Julie Cherrington, Non-Executive
Director
Cristina Csimma, Non-Executive
Director
Virginia Holmes, Non-Executive
Director
Rob Hutchinson, Non-Executive
Director
Kemal Malik, Non-Executive
Director
Gian Piero Reverberi, Non-Executive
Director
John Roche, Non-Executive
Director
INDEPENDENT REVIEW REPORT TO SYNCONA LIMITED
Conclusion
We have been engaged by the company
to review the condensed set of financial statements in the
half-yearly financial report for the six months ended 30 September
2024 which comprises the Condensed Consolidated Statement of
Comprehensive Income, the Condensed Consolidated Statement of
Financial Position, the Condensed Consolidated Statement of Changes
in Net Assets Attributable to Holders of Ordinary Shares, the
Condensed Consolidated Statement of Cash Flows and the related
notes 1 to 14.
Based on our review, nothing has
come to our attention that causes us to believe that the condensed
set of financial statements in the half-yearly financial report for
the six months ended 30 September 2024 is not prepared, in all
material respects, in accordance with United Kingdom adopted
International Accounting Standard 34 and the Disclosure Guidance
and Transparency Rules of the United Kingdom's Financial Conduct
Authority.
Basis for Conclusion
We conducted our review in
accordance with International Standard on Review Engagements (UK)
2410 "Review of Interim Financial Information Performed by the
Independent Auditor of the Entity" issued by the Financial
Reporting Council for use in the United Kingdom (ISRE (UK) 2410). A
review of interim financial information consists of making
inquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK) and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in note 2, the annual
financial statements of the group are prepared in accordance with
the International Financial Reporting Standards (IFRSs) as adopted
by the European Union. The condensed set of financial statements
included in this half-yearly financial report has been prepared in
accordance with the European Union adopted International Accounting
Standard 34, "Interim Financial Reporting".
Conclusion Relating to Going Concern
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that the directors
have inappropriately adopted the going concern basis of accounting
or that the directors have identified material uncertainties
relating to going concern that are not appropriately
disclosed.
This Conclusion is based on the
review procedures performed in accordance with ISRE (UK) 2410;
however future events or conditions may cause the entity to cease
to continue as a going concern.
Responsibilities of the directors
The directors are responsible for
preparing the half-yearly financial report in accordance with the
Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
In preparing the half-yearly
financial report, the directors are responsible for assessing the
group'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.
Auditor's Responsibilities for the review of the financial
information
In reviewing the half-yearly
financial report, we are responsible for expressing to the company
a conclusion on the condensed set of financial statements in the
half-yearly financial report. Our Conclusion, including our
Conclusion Relating to Going Concern, are based on procedures that
are less extensive than audit procedures, as described in the Basis
for Conclusion paragraph of this report.
Use
of our report
This report is made solely to the
company in accordance with ISRE (UK) 2410. Our work has been
undertaken so that we might state to the company those matters we
are required to state to it in an independent review report and for
no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the company,
for our review work, for this report, or for the conclusions we
have formed.
Deloitte LLP
Recognised Auditor
St Peter Port, Guernsey
13 November 2024
UNAUDITED GROUP PORTFOLIO STATEMENT
As
at 30 September 2024
|
Value
£'000
30
September
2024
|
|
% of
Group NAV
30
September
2024
|
|
Value
£'000
31 March
2024
|
|
% of
Group NAV
31 March
2024
|
Life science portfolio
|
|
|
|
|
|
|
|
Life science companies
|
|
|
|
|
|
|
|
Spur
|
157,470
|
|
13.8
|
|
135,627
|
|
10.9
|
Beacon
|
112,969
|
|
9.9
|
|
94,619
|
|
7.6
|
Autolus
|
83,415
|
|
7.3
|
|
169,469
|
|
13.7
|
Quell
|
79,974
|
|
7.0
|
|
84,745
|
|
6.8
|
Resolution
|
63,591
|
|
5.6
|
|
49,974
|
|
4.0
|
Purespring
|
51,182
|
|
4.5
|
|
45,257
|
|
3.7
|
OMass
|
49,712
|
|
4.3
|
|
43,712
|
|
3.5
|
Anaveon
|
35,926
|
|
3.1
|
|
35,713
|
|
2.9
|
iOnctura
|
24,973
|
|
2.2
|
|
25,646
|
|
2.1
|
Kesmalea
|
20,000
|
|
1.7
|
|
12,000
|
|
1.0
|
Biomodal
|
17,038
|
|
1.5
|
|
18,055
|
|
1.5
|
Yellowstone
|
16,500
|
|
1.4
|
|
1,000
|
|
0.1
|
Mosaic
|
15,033
|
|
1.3
|
|
7,333
|
|
0.6
|
Companies of less than 1% of the
NAV
|
26,215
|
|
2.3
|
|
26,834
|
|
2.2
|
Total life science companies (1)
|
753,998
|
|
65.9
|
|
749,984
|
|
60.6
|
|
|
|
|
|
|
|
|
CRT Pioneer Fund
|
33,065
|
|
2.9
|
|
33,874
|
|
2.7
|
Milestone payments
|
4,854
|
|
0.4
|
|
2,248
|
|
0.2
|
|
|
|
|
|
|
|
|
Total life science portfolio (2)
|
791,917
|
|
69.2
|
|
786,106
|
|
63.5
|
|
|
|
|
|
|
|
|
Capital pool investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UK and US treasury bills
|
129,700
|
|
11.3
|
|
163,373
|
|
13.2
|
Credit investment funds
|
75,951
|
|
6.6
|
|
112,015
|
|
9.0
|
Multi asset funds
|
72,557
|
|
6.3
|
|
70,500
|
|
5.7
|
Legacy funds
|
18,060
|
|
1.7
|
|
28,778
|
|
2.3
|
|
|
|
|
|
|
|
|
Total capital pool investments
(3)
|
296,268
|
|
25.9
|
|
374,666
|
|
30.2
|
|
|
|
|
|
|
|
|
Other net assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
(4)
|
61,924
|
|
5.4
|
|
104,819
|
|
8.5
|
Charitable donations
|
(2,035)
|
|
(0.2)
|
|
(4,353)
|
|
(0.4)
|
Other assets and
liabilities
|
(3,512)
|
|
(0.3)
|
|
(22,360)
|
|
(1.8)
|
|
|
|
|
|
|
|
|
Total other net assets
|
56,377
|
|
4.9
|
|
78,106
|
|
6.3
|
|
|
|
|
|
|
|
|
Total capital pool
|
352,645
|
|
30.8
|
|
452,772
|
|
36.5
|
|
|
|
|
|
|
|
|
Total NAV of the Group
|
1,144,562
|
|
100.0
|
|
1,238,878
|
|
100.0
|
1) Value of life science
companies reflects the full economic interest attributable to the
company. Includes value attributable to equity, debt, and other
economic interests such as deferred consideration and royalty
rights.
2) The life science portfolio
of £791,917,048 (31 March 2024: £786,106,202) consists of life
science investments totalling £753,998,271 (31 March 2024:
£749,983,883), milestone payments of £4,854,257 (31 March 2024:
£2,248,059) held by Syncona Holdings Limited and the CRT Pioneer
Fund of £33,064,520 (31 March 2024: £33,874,260) held by Syncona
Investments LP Incorporated.
3) The capital pool investments
of £296,267,647 (31 March 2024: £374,665,784) are held by Syncona
Investments LP Incorporated.
4) Cash and cash equivalents
amounting to £560,614 (31 March 2024: £260,826) is held by Syncona
Limited. The remaining £61,363,399 (31 March2024: £104,558,141) is
held by its subsidiaries other than portfolio companies ("Syncona
Group Companies"). Cash held by Syncona Group Companies other than
Syncona GP Limited is not shown in Syncona Limited's Condensed
Consolidated Statement of Financial Position since it is included
within financial assets at fair value through profit or
loss.
Assets held by the Group are held
primarily through Syncona Holdings Limited and Syncona Investments
LP Incorporated. See note 1 for a description of these
entities.
The totals in the above table may
differ slightly to the audited financial statements due to rounding
differences.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
For
the period ended 30 September 2024
|
Notes
|
Revenue
|
|
Capital
|
|
Unaudited
six months
to
30
September
2024
|
|
Unaudited
six months
to
30
September
2023
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
Investment income
|
|
|
|
|
|
|
|
|
Other income
|
5
|
33,047
|
|
-
|
|
33,047
|
|
17,725
|
Total investment income
|
|
33,047
|
|
-
|
|
33,047
|
|
17,725
|
|
|
|
|
|
|
|
|
|
Net losses on financial assets at
fair value through profit or loss
|
5
|
-
|
|
(97,335)
|
|
(97,335)
|
|
(56,915)
|
Total losses
|
|
-
|
|
(97,335)
|
|
(97,335)
|
|
(56,915)
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
Charitable donations
|
6
|
2,035
|
|
-
|
|
2,035
|
|
2,206
|
General expenses
|
|
8,726
|
|
-
|
|
8,726
|
|
12,317
|
Total expenses
|
|
10,761
|
|
-
|
|
10,761
|
|
14,523
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
22,286
|
|
(97,335)
|
|
(75,049)
|
|
(53,713)
|
Loss for the period after tax
|
|
22,286
|
|
(97,335)
|
|
(75,049)
|
|
(53,713)
|
|
|
|
|
|
|
|
|
|
Earnings/(loss) per Ordinary
Share
|
9
|
3.45p
|
|
(15.06)p
|
|
(11.61)p
|
|
(8.01)p
|
Earnings/(loss) per Diluted
Share
|
9
|
3.45p
|
|
(15.06)p
|
|
(11.61)p
|
|
(8.01)p
|
The total columns of this statement
represent the Group's Condensed Consolidated Statement of Comprehensive
Income, prepared in
accordance with International Financial Reporting Standards
("IFRS") as
adopted by the European Union.
The profit/(loss) for the period is
equivalent to the "total comprehensive income"
as defined by International Accounting Standards
("IAS") 1
"Presentation of Financial
Statements". There
is no other comprehensive income as defined by IFRS.
For the period ended 30 September
2024, the Company
reported capital loss after tax in the amount of £97,335,000 (year
ended 31 March 2024: capital loss after tax in the amount of
£18,389,000).
All the items in the above statement
derive from continuing operations.
The accompanying notes are an
integral part of the Condensed Consolidated Financial
Statements.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
As
at 30 September 2024
|
Notes
|
Unaudited
30
September
2024
|
|
Audited
31 March
2024
|
|
|
£'000
|
|
£'000
|
Assets
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
Financial assets at fair value
through profit or loss
|
7
|
1,144,960
|
|
1,241,698
|
|
|
|
|
|
Current assets
|
|
|
|
|
Cash and cash equivalents
|
|
561
|
|
261
|
Trade and other
receivables
|
|
7,027
|
|
9,138
|
Total assets
|
|
1,152,548
|
|
1,251,097
|
|
|
|
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Share based payments
provision
|
8
|
3,328
|
|
2,861
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Share based payments
provision
|
8
|
769
|
|
1,760
|
Accrued expense and
payables
|
|
3,889
|
|
7,598
|
Total liabilities
|
|
7,986
|
|
12,219
|
|
|
|
|
|
Equity
|
|
|
|
|
Share capital
|
9
|
767,999
|
|
767,999
|
Capital reserves
|
9
|
347,439
|
|
444,774
|
Revenue reserves
|
9
|
68,810
|
|
46,328
|
Treasury shares
|
9
|
(39,686)
|
|
(20,223)
|
Total equity
|
|
1,144,562
|
|
1,238,878
|
|
|
|
|
|
Total liabilities and equity
|
|
1,152,548
|
|
1,251,097
|
|
|
|
|
|
Total net assets attributable to holders of Ordinary
Shares
|
|
1,144,562
|
|
1,238,878
|
|
|
|
|
|
Number of Ordinary Shares in
Issue
|
9
|
639,065,994
|
|
655,335,586
|
Net assets attributable to holders
of Ordinary Shares (per share)
|
9
|
£1.79
|
|
£1.89
|
Diluted NAV (per share)
|
9
|
£1.79
|
|
£1.89
|
The unaudited Condensed Consolidated
Financial Statements were approved on 13 November 2024.
The accompanying notes are an
integral part of the Condensed Consolidated Financial
Statements.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
ATTRIBUTABLE TO HOLDERS OF ORDINARY SHARES
For
the period ended 30 September 2024
|
Share
capital
|
|
Capital
reserves
|
|
Revenue
reserves
|
|
Treasury
shares
|
|
Total
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
As
at 31 March 2023 (audited)
|
767,999
|
|
463,163
|
|
23,493
|
|
-
|
|
1,254,655
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the
period
|
-
|
|
(56,915)
|
|
3,202
|
|
-
|
|
(53,713)
|
|
|
|
|
|
|
|
|
|
|
Transactions with shareholders:
|
|
|
|
|
|
|
|
|
|
Share based payments
|
-
|
|
-
|
|
329
|
|
-
|
|
329
|
|
|
|
|
|
|
|
|
|
|
As
at 30 September 2023 (unaudited)
|
767,999
|
|
406,248
|
|
27,024
|
|
-
|
|
1,201,271
|
|
Share
capital
|
|
Capital
reserves
|
|
Revenue
reserves
|
|
Treasury
shares
|
|
Total
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
As
at 31 March 2024 (audited)
|
767,999
|
|
444,774
|
|
46,328
|
|
(20,223)
|
|
1,238,878
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the
period
|
-
|
|
(97,335)
|
|
22,286
|
|
-
|
|
(75,049)
|
Acquisition of treasury
shares
|
-
|
|
-
|
|
-
|
|
(19,463)
|
|
(19,463)
|
|
|
|
|
|
|
|
|
|
|
Transactions with shareholders:
|
|
|
|
|
|
|
|
|
|
Share based payments
|
-
|
|
-
|
|
196
|
|
-
|
|
196
|
|
|
|
|
|
|
|
|
|
|
As
at 30 September 2024 (unaudited)
|
767,999
|
|
347,439
|
|
68,810
|
|
(39,686)
|
|
1,144,562
|
The accompanying notes are an
integral part of the Condensed Consolidated Financial
Statements.
CONDENSED CONSOLIDATED STATEMENT OF CASH
FLOWS
For
the period ended 30 September 2024
|
Notes
|
Unaudited
six months
to
30
September
2024
|
|
Unaudited
six months
to
30
September
2023
|
|
|
£'000
|
|
£'000
|
Cash flows from operating activities
|
|
|
|
|
Loss for the period
|
|
(75,049)
|
|
(53,713)
|
Adjusted for:
|
|
|
|
|
Losses on financial assets at fair
value through profit or loss
|
5
|
97,335
|
|
56,915
|
Non-cash movement in share based
payment provision
|
|
(925)
|
|
(4,470)
|
Operating cash flows before
movements in working capital
|
|
21,361
|
|
(1,268)
|
Decrease in trade and other
receivables
|
|
2,111
|
|
2,247
|
Decrease in accrued expense and
payables
|
|
(3,709)
|
|
(977)
|
Net cash generated from operating
activities
|
|
19,763
|
|
2
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
Acquisition of treasury
shares
|
9
|
(19,463)
|
|
-
|
Net cash used in financing
activities
|
|
(19,463)
|
|
-
|
|
|
|
|
|
Net
increase in cash and cash equivalents
|
|
300
|
|
2
|
Cash and cash equivalents at the
beginning of the period
|
|
261
|
|
14
|
Cash and cash equivalents at the end
of the period
|
|
561
|
|
16
|
Cash held by the Company and Syncona
Group Companies is disclosed in the Group Portfolio
Statement.
The accompanying notes are an
integral part of the Condensed Consolidated Financial
Statements.
CONDENSED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
For
the period ended 30 September 2024
1.GENERAL INFORMATION
Syncona Limited (the
"Company") is
incorporated in Guernsey as a registered closed-ended investment
company. The Company's Ordinary Shares were listed on the premium segment of the
London Stock Exchange ("LSE") on 26
October 2012 when it commenced its business.
The Company makes its life science
investments through Syncona Holdings Limited (the
"Holding
Company"), a
subsidiary of the Company. The Company maintains its capital pool
through Syncona Investments LP Incorporated (the
"Partnership")
in which the Company is the sole limited partner. The general
partner of the Partnership is Syncona GP Limited (the
"General
Partner"), a
wholly-owned subsidiary of the Company. Syncona Limited and Syncona
GP Limited are collectively referred to as the "Group".
Syncona Investment Management
Limited ("SIML"), a
subsidiary, was
appointed as the Company's Alternative Investment Fund Manager
("Investment
Manager").
The investment objective and policy
is set out in the Directors'
Report within the Annual Report and Accounts for
the year ended 31 March 2024.
2.
ACCOUNTING POLICIES
The accounting policies applied in
these interim accounts are the same as those applied by the Group
in its Annual Report and Accounts for the year ended 31
March 2024 and
shall form the basis of the 2025 Annual Report and Accounts. No new
standards that have become effective in the period have had a
material effect on the Group's financial statements.
Information reported to the Board
(the Chief Operating Decision Maker ("CODM")) for the purpose of allocating
resources and monitoring performance of the
Group's overall
strategy to create, build and scale around exceptional science, consists of financial information
reported at the Group level. The capital pool is fundamental to the
delivery of the Group's strategy and performance and is reviewed by the CODM only to
the extent this enables the allocation of those resources to
support the Group's
investment in life science companies. There are no reconciling
items between the results contained within this information and
amounts reported in the financial statements. IFRS requires
operating segments to be identified on the basis of the internal
financial reports that are provided to the CODM, and as such the Directors present
the results of the Group as a single operating segment.
Statement of compliance
The Condensed Consolidated Financial
Statements have been prepared in accordance with IAS 34
"Interim Financial
Reporting" as
adopted by the European Union,
and should be read in conjunction with the Annual
Report and Accounts for the year ended 31 March
2024, which have
been prepared in accordance with IFRS as adopted by the European
Union, and are in
compliance with The Companies (Guernsey) Law 2008.
The annual financial statements of
the Group will also be prepared in accordance with IFRS as adopted
by the European Union. The financial information in these interim
accounts was approved by the Board and authorised for issue on 13
November 2024. The financial information is unaudited but has been
subject to a review by the Group's independent auditor.
Basis of preparation
The Condensed Consolidated Financial
Statements have been prepared under the historical cost
basis, except for
investments held at fair value through profit or
loss, which have
been measured at fair value.
Going concern
The Condensed Consolidated Financial
Statements are prepared on a going concern basis. The net assets
held by the Group and within investment entities controlled by the
Group currently consist of securities and cash amounting to
£1,144.6 million
(31 March 2024 £1,238.9 million) of which £334.2 million
(31 March 2024: £435.8 million) are readily realisable
within three months in normal market conditions with uncalled
commitments to underlying investments and funds amounting to £104.0
million (31 March 2024: £95.2 million).
Given the Group's capital pool of £352.7 million (31 March 2024:
£452.8 million) the Directors consider that the Group has
adequate financial resources to continue its
operations, including existing commitments to its investments and planned
additional capital expenditure for 12 months following the approval
of the Condensed Consolidated financial statements. The Directors
also continue to monitor the ever changing macro environment on the
Group. Hence, the
Directors believe that it is appropriate to continue to adopt the
going concern basis in preparing the Condensed Consolidated
Financial Statements.
Basis of consolidation
The Group's Condensed Consolidated Financial
Statements consist of the financial statements of the Company and
the General Partner.
The results of the General Partner
during the period are consolidated in the Condensed Consolidated
Statement of Comprehensive Income from the effective date of
incorporation and are consolidated in full. The financial
statements of the General Partner are prepared in accordance with
United Kingdom Accounting Standards under Financial Reporting
Standard 101 "Reduced Disclosure Framework". Where necessary, adjustments are made to the
financial statements of the General Partner to bring the accounting
policies used in line with those used by the Group. During the
periods and year ended 30 September 2024, 30 September 2023 and 31 March
2024, no such
adjustments have been made. All intra-group
transactions, balances and expenses are eliminated on
consolidation.
Entities that meet the definition of
an investment entity under IFRS 10 "Consolidated Financial
Statements" are
held at fair value through profit or loss in accordance with IFRS
9 "Financial
Instruments". The
Company, the
Partnership and the Holding Company meet the definition of
Investment Entities. The General Partner does not meet the
definition of an Investment Entity and is therefore
consolidated.
3.
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY
The preparation of the interim
results requires the Directors to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of
assets, liabilities, income and expenses at the reporting date.
However, uncertainties about these assumptions and
estimates, in
particular relating to underlying investments of private equity
investments and life science investments could result in outcomes
that require a material adjustment to the carrying value of the
assets or liabilities in future periods.
In preparing these interim
results, the
significant judgements made by the Directors in applying the
Group's accounting
policies and the key sources of estimation uncertainty were the
same as those applied to the Annual Report and Accounts for the
year ended 31 March 2024.
The key critical accounting
judgement is the basis for determining the fair value of life
science investments. Further information
can be found in note 3 of the Annual Report and
Accounts.
The key sources of estimation
uncertainty are the valuation of the Holding
Company's
investments in privately held life science
companies, the
investment in the CRT Pioneer Fund and the
Partnership's
private equity investments.
The unquoted investments within the
life science portfolio are very illiquid. Many of the companies are
early stage investments and privately owned.
Accordingly, a
market value can be difficult to determine. The primary inputs used
by the Company to determine the fair value of investments in
privately held life science companies are the cost of the capital
invested and price of recent investment ("PRI"),
adjusted to reflect the achievement or otherwise
of milestones or other factors. The accounting policy for all
investments is described in note 2 of the Annual Report and
Accounts for the year ended 31 March 2024 and the fair value of all
investments is described in note 12.
In determining a suitable range to
sensitise the fair value of the unlisted life science
portfolio, the
Directors note the achievement or not of value enhancing milestones
as being a key source of estimation uncertainty. Such activities
and resulting data emanating from the life science companies can be
the key trigger for fair value changes and typically involve
financing events which crystallise value at those points in time.
The range of +/-10% (30 September 2023: +/-14%, 31 March 2024: +/-12%) identified by
the Directors reflects their estimate of the range of reasonably
possible valuations over the next financial year, taking into account the position of
the portfolio as a whole. Key technical milestones considered by
the Directors that typically trigger value enhancement (or
deterioration if not achieved) include the generation of
substantial clinical data.
The Company has assessed the impact
of the current macroeconomic environment on the private life
science companies and does not consider that any revaluations are
required as a direct result.
4.
INVESTMENT IN SUBSIDIARIES AND ASSOCIATES
The Company meets the definition of
an investment entity in accordance with IFRS 10.
Therefore, with the
exception of the General Partner,
the Company does not consolidate its subsidiaries
and indirect associates,
but rather recognises them as financial assets at
fair value through profit or loss.
Direct interests in subsidiaries
|
|
|
|
|
Unaudited
|
|
Audited
|
|
|
|
|
|
30
September
|
|
31 March
|
|
Principal place
|
|
|
|
2024
|
|
2024
|
Subsidiary
|
of
business
|
|
Principal activity
|
|
% interest
(1)
|
|
% interest
(1)
|
Syncona GP Limited
|
Guernsey
|
|
General Partner
|
|
100%
|
|
100%
|
Syncona Holdings Limited
|
Guernsey
|
|
Portfolio management
|
|
100%
|
|
100%
|
Syncona Investments LP
Incorporated
|
Guernsey
|
|
Portfolio management
|
|
100%
|
|
100%
|
(1) Based on undiluted issued share capital and excluding the
Management Equity Shares ("MES") issued by Syncona Holdings Limited
(see note 8).
There are no significant
restrictions on the ability of subsidiaries to transfer funds to
the Company.
Indirect interests in subsidiaries
|
|
|
|
|
|
|
Unaudited
|
|
Audited
|
|
|
|
|
|
|
|
30
September
|
|
30 March
|
|
Principal place
|
|
|
|
|
|
2024
|
|
2024
|
Indirect subsidiaries
|
of
business
|
|
Immediate parent
|
|
Principal activity
|
|
% interest
(1)
|
|
% interest
(1)
|
Syncona Discovery Limited
|
United Kingdom
|
|
Syncona Investments LP
Incorporated
|
|
Portfolio management
|
|
100%
|
|
100%
|
Syncona Portfolio Limited
|
Guernsey
|
|
Syncona Holdings Limited
|
|
Portfolio management
|
|
100%
|
|
100%
|
Syncona IP Holdco Limited
|
United Kingdom
|
|
Syncona Portfolio Limited
|
|
Portfolio management
|
|
100%
|
|
100%
|
Syncona IP Holdco (2)
Limited
|
United Kingdom
|
|
Syncona Portfolio Limited
|
|
Portfolio management
|
|
100%
|
|
100%
|
Syncona IP Holdco (3)
Limited
|
United Kingdom
|
|
Syncona Portfolio Limited
|
|
Portfolio management
|
|
100%
|
|
100%
|
Syncona IP Holdco (4)
Limited
|
United Kingdom
|
|
Syncona Portfolio Limited
|
|
Portfolio management
|
|
100%
|
|
0%
|
Syncona Investment Management
Limited
|
United Kingdom
|
|
Syncona Holdings Limited
|
|
Portfolio management
|
|
100%
|
|
100%
|
SIML Switzerland AG
|
Switzerland
|
|
SIML
|
|
Portfolio management
|
|
100%
|
|
100%
|
Slingshot Therapeutics Holdings
Limited
|
United Kingdom
|
|
Syncona Portfolio Limited
|
|
Drug Discovery
|
|
100%
|
|
0%
|
Spur Therapeutics Limited
|
United Kingdom
|
|
Syncona Portfolio Limited
|
|
Gene therapy
|
|
95%
|
|
99%
|
Forcefield Therapeutics
Limited
|
United Kingdom
|
|
Syncona Portfolio Limited
|
|
Gene therapy
|
|
85%
|
|
94%
|
Resolution Therapeutics
Limited
|
United Kingdom
|
|
Syncona Portfolio Limited
|
|
Cell therapy
|
|
81%
|
|
83%
|
Yellowstone Biosciences
Limited
|
United Kingdom
|
|
Syncona Portfolio Limited
|
|
Cell therapy
|
|
71%
|
|
0%
|
Mosaic Therapeutics
Limited
|
United Kingdom
|
|
Syncona Portfolio Limited
|
|
Small molecule
|
|
70%
|
|
51%
|
Kesmalea Therapeutics
Limited
|
United Kingdom
|
|
Syncona Portfolio Limited
|
|
Small molecule
|
|
60%
|
|
59%
|
Beacon Therapeutics Holdings
Limited
|
United Kingdom
|
|
Syncona Portfolio Limited
|
|
Gene therapy
|
|
59%
|
|
77%
|
Purespring Therapeutics
Limited
|
United Kingdom
|
|
Syncona Portfolio Limited
|
|
Gene therapy
|
|
47%
|
|
81%
|
Indirect interests in associates
|
|
|
|
|
|
|
Unaudited
|
|
Audited
|
|
|
|
|
|
|
|
30
September
|
|
30 March
|
|
Principal place
|
|
|
|
|
|
2024
|
|
2024
|
Indirect associates
|
of
business
|
|
Immediate parent
|
|
Principal activity
|
|
% interest
(1)
|
|
% interest
(1)
|
Anaveon AG
|
Switzerland
|
|
Syncona Portfolio Limited
|
|
Biologics
|
|
43%
|
|
37%
|
Quell Therapeutics
Limited
|
United Kingdom
|
|
Syncona Portfolio Limited
|
|
Cell therapy
|
|
38%
|
|
38%
|
Azeria Therapeutics
Limited
|
United Kingdom
|
|
Syncona Portfolio Limited
|
|
In voluntary liquidation
|
|
34%
|
|
34%
|
OMass Therapeutics
Limited
|
United Kingdom
|
|
Syncona Portfolio Limited
|
|
Small molecule
|
|
33%
|
|
37%
|
Achilles Therapeutics plc
|
United Kingdom
|
|
Syncona Portfolio Limited
|
|
Cell therapy
|
|
27%
|
|
27%
|
iOnctura B.V.
|
Netherlands
|
|
Syncona Portfolio Limited
|
|
Biologics
|
|
27%
|
|
20%
|
(1) Based on undiluted issued share capital and excluding the
Management Equity Shares ("MES") issued by Syncona Holdings Limited
(see note 8).
5.
NET LOSSES ON FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR
LOSS
The net losses on financial assets
at fair value through profit or loss arise from the
Group's holdings in
the Holding Company and Partnership.
|
Notes
|
Unaudited
six months
to
30
September
2024
|
|
Unaudited
six months
to
30
September
2023
|
|
|
£'000
|
|
£'000
|
Net losses from:
|
|
|
|
|
The Holding Company
|
5.a
|
(75,765)
|
|
(43,979)
|
The Partnership
|
5.b
|
(21,570)
|
|
(12,936)
|
Total
|
|
(97,335)
|
|
(56,915)
|
5.A
MOVEMENTS IN THE HOLDING COMPANY:
|
Unaudited
six months
to
30
September
2024
|
|
Unaudited
six months
to
30
September
2023
|
|
£'000
|
|
£'000
|
|
|
|
|
Expenses
|
(50)
|
|
(46)
|
Movement in unrealised losses
on life science
investments at fair value through profit or loss
|
(75,715)
|
|
(43,933)
|
Net
losses on financial assets at fair value through profit or
loss
|
(75,765)
|
|
(43,979)
|
5.B
MOVEMENTS IN THE PARTNERSHIP:
|
Unaudited
six months
to
30
September
2024
|
|
Unaudited
six months
to
30
September
2023
|
|
£'000
|
|
£'000
|
|
|
|
|
Investment income
|
41
|
|
103
|
Rebates
|
(29)
|
|
(103)
|
Expenses
|
(98)
|
|
(252)
|
Realised gains/(losses) on financial
assets at fair value through profit or loss
|
19,575
|
|
(774)
|
Movement in unrealised
(losses)/gains on financial assets at fair value through profit or
loss
|
(14,280)
|
|
8,596
|
Gains/(losses) on foreign
currency
|
6,268
|
|
(2,781)
|
Gains on financial assets at fair
value through profit or loss
|
11,477
|
|
4,789
|
Distributions made by the
Partnership
|
(33,047)
|
|
(17,725)
|
Net
losses on financial assets at fair value through profit or
loss
|
(21,570)
|
|
(12,936)
|
6.
CHARITABLE DONATIONS
For the year ending 31 March
2025, the Group has
agreed to make a charitable donation of The Syncona Foundation of
0.35% of the total NAV of the Group calculated on a monthly basis
(30 September 2023: 0.35%,
31 March 2024: 0.35%). The donation is made by the
General Partner.
During the period, charitable donations expense
amounted to £2,034,904 (30
September 2023: £2,206,217). As
at 30 September 2024, £2,034,904
(31 March 2024: £4,353,307)
remained payable.
7.
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR
LOSS
|
Notes
|
Unaudited
30
September
2024
|
|
Audited
31 March
2024
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
The Holding Company
|
7.a
|
847,470
|
|
922,680
|
The Partnership
|
7.b
|
297,490
|
|
319,018
|
Total
|
|
1,144,960
|
|
1,241,698
|
7.A
THE NET ASSETS OF THE HOLDING COMPANY
|
Unaudited
30
September
2024
|
|
Audited
31 March
2024
|
|
£'000
|
|
£'000
|
|
|
|
|
Cost of the Holding
Company's
investment at the start of the period/year
|
494,810
|
|
494,810
|
Purchases during the
period/year
|
-
|
|
-
|
Cost of the Holding
Company's
investments at the end of the period/year
|
494,810
|
|
494,810
|
Net unrealised gains on investments
at the end of the period/year
|
357,417
|
|
432,577
|
Fair value of the Holding
Company's
investments at the end of the period/year
|
852,227
|
|
927,387
|
Other net current
liabilities
|
(4,757)
|
|
(4,707)
|
Financial assets at fair value through profit or loss at the
end of the period/year
|
847,470
|
|
922,680
|
7.B
THE NET ASSETS OF THE PARTNERSHIP
|
Unaudited
30
September
2024
|
|
Audited
31 March
2024
|
|
£'000
|
|
£'000
|
|
|
|
|
Cost of the
Partnership's
investments at the start of the period/year
|
378,647
|
|
597,753
|
Purchases during the
period/year
|
174,355
|
|
542,413
|
Sales during the
period/year
|
(229,942)
|
|
(755,229)
|
Return of capital
|
(8,530)
|
|
(6,290)
|
Cost of the
Partnership's
investments at the end of the period/year
|
314,530
|
|
378,647
|
Net unrealised gains on investments
at the end of the period/year
|
24,792
|
|
39,072
|
Fair value of the
Partnership's
investments at the end of the period/year
|
339,322
|
|
417,719
|
Cash and cash equivalents
|
45,134
|
|
89,576
|
Other net current
liabilities
|
(86,966)
|
|
(188,277)
|
Financial assets at fair value through profit or loss at the
end of the period/year
|
297,490
|
|
319,018
|
8.
SHARE BASED PAYMENTS PROVISION
Share based payments are associated
with awards of MES in the Holding Company, relevant details of which are set
out in note 2 of the Annual Report and Accounts for the year ended
31 March 2024.
The total cost recognised within
general expenses in the Condensed Consolidated Statement of
Comprehensive Income is shown below:
|
Unaudited
six months
to
30
September
2024
|
|
Unaudited
six months
to
30
September
2023
|
|
£'000
|
|
£'000
|
|
|
|
|
Charge related to revaluation of the
liability for cash settled share awards
|
395
|
|
1,766
|
Total
|
395
|
|
1,766
|
Amounts recognised in the Condensed
Consolidated Statement of Financial Position, representing the carrying amount of
liabilities arising from share based payments transactions are
shown below:
|
Unaudited
30
September
2024
|
|
Audited
31 March
2024
|
|
£'000
|
|
£'000
|
|
|
|
|
Share based payments provision -
current
|
769
|
|
1,760
|
Share based payments provision -
non-current
|
3,328
|
|
2,861
|
Total
|
4,097
|
|
4,621
|
When a participant elects to realise
vested MES by sale of the MES to the Company, half of the proceeds (net of
anticipated taxes) will be settled in shares of the
Company, with the
balance settled in cash.
The fair value of MES has been
established using an externally developed model, which is consistent with that used
as at 31 March 2024. Key inputs described in note 2 of the Annual
Report and Accounts have been determined based on internally
generated data as at 30 September 2024. Vesting is subject
only to the condition that employees must remain in employment at
the vesting date. Each MES is entitled to share equally in value
attributable to the Holding Company above the applicable base line
value at the date of award provided that the applicable hurdle
value of 15% or 30% growth in the value of the Holding Company
above the base line value at the date of award has been
achieved.
The fair value of awards made in the
period ended 30 September 2024 was £1,277,401 (30 September 2023:
£743,384). An award
was made on 14 July 2024 at 21p per MES.
The number of MES outstanding are
shown below:
|
Unaudited
30
September
2024
|
|
Audited
31 March
2024
|
|
|
|
|
Outstanding at the start of the
period/year
|
40,194,059
|
|
43,871,228
|
Issued
|
6,082,864
|
|
6,859,411
|
Realised
|
(1,316,074)
|
|
(6,700,688)
|
Lapsed
|
(1,247,877)
|
|
(3,835,892)
|
Outstanding at the end of the
period/year
|
43,712,972
|
|
40,194,059
|
Weighted average remaining
contractual life of outstanding MES,
years
|
1.25
|
|
1.15
|
Vested MES at the end of the
period/year
|
30,067,069
|
|
30,085,530
|
Realisable MES at the end of the
period/year
|
8,321,794
|
|
8,997,656
|
As at 30 September
2024, if all MES
were realised, the
number of shares issued in the Company as a result would increase
by 540,605 (31
March 2024: 1,035,451). The
undiluted per share value of net assets attributable to holders of
Ordinary Shares would change from £1.79 to £1.79 if these shares
were issued (31 March 2024: £1.89 to £1.89).
9.
SHARE CAPITAL
9.A
AUTHORISED SHARE CAPITAL
The Company is authorised to issue
an unlimited number of shares,
which may or may not have a par value. The Company
is a closed-ended investment company with an unlimited
life.
As the Company's shares have no par
value, the share
price consists solely of share premium and the amounts received for
issued shares are recorded in the share capital in accordance with
The Companies (Guernsey) Law,
2008.
|
Unaudited
30
September
2024
|
|
Unaudited
30
September
2023
|
|
£'000
|
|
£'000
|
Authorised Share Capital
|
|
|
|
Balance at the start of the
period
|
767,999
|
|
767,999
|
Balance at the end of the period
|
767,999
|
|
767,999
|
|
Unaudited
30
September
2024
|
|
Unaudited
30
September
2023
|
|
Shares
|
|
Shares
|
Outstanding Ordinary Share Capital
|
|
|
|
Balance at the start of the
period
|
655,335,586
|
|
669,329,324
|
Share based payment shares issued
during the period
|
407,966
|
|
2,477,342
|
Treasury shares purchased by the
Company
|
(16,677,558)
|
|
-
|
Balance at the end of the period
|
639,065,994
|
|
671,806,666
|
No cash consideration is paid in
relation to the issue of share based payment shares.
During the period, 16,677,558 shares
(30 September 2023: Nil) were purchased by the company for total
consideration of £19,462,921 (30 September 2023: £Nil).
At 31 March 2024 a total of
16,471,080
Ordinary shares has been entered into treasury resulting in the
total Ordinary Shares available for trade on an open market at 31
March 2024 being 655,335,586.
The Company has issued one Deferred
Share to The Syncona Foundation for £1.
9.B
CAPITAL RESERVES
Gains and losses recorded on the
realisation of investments,
realised exchange differences, unrealised gains and losses recorded
on the revaluation of investments held at the period end and
unrealised exchange differences of a capital nature are transferred
to capital reserves.
9.C
LOSS PER SHARE
The calculations for the loss per
share attributable to the Ordinary Shares of the Company are based
on the following data:
|
Unaudited
six months
to
30
September
2024
|
|
Unaudited
six months
to
30
September
2023
|
|
|
|
|
Loss for the purposes of loss per
share
|
£(75,049,000)
|
|
£(53,713,000)
|
|
|
|
|
Basic weighted average number of
shares
|
646,607,190
|
|
670,303,415
|
Basic revenue earnings per
share
|
3.45p
|
|
0.48p
|
Basic capital loss per
share
|
(15.06)p
|
|
(8.49)p
|
Basic loss per share
|
(11.61)p
|
|
(8.01)p
|
|
|
|
|
Diluted weighted average number of
shares
|
647,147,795
|
|
671,293,729
|
Diluted revenue earnings per
shares
|
3.45p
|
|
0.48p
|
Diluted capital loss per
share
|
(15.06)p
|
|
(8.49)p
|
Diluted loss per share
|
(11.61)p
|
|
(8.01)p
|
9.D
NAV PER SHARE
|
Unaudited
30
September
2024
|
|
Audited
31 March
2024
|
|
|
|
|
Net assets for the purposes of NAV
per share
|
£1,144,562,239
|
|
£1,238,878,132
|
Ordinary Shares available to
trade
|
639,065,994
|
|
655,335,586
|
NAV per share
|
179.10p
|
|
189.04p
|
Diluted number of shares
|
639,606,599
|
|
656,371,037
|
Diluted NAV per share
|
178.95p
|
|
188.75p
|
10.
DISTRIBUTION TO SHAREHOLDERS
The Company may pay a dividend at
the discretion of the Board.
During the period ended 30 September
2024, the Company
did not declare or pay a dividend (30 September 2023:
£nil).
11.
RELATED PARTY TRANSACTIONS
The Group has various related
parties: life science investments held by the Holding
Company, the
Investment Manager, the Company's
Directors and The Syncona Foundation.
LIFE SCIENCE INVESTMENTS
The Group makes equity investments
in some life science investments where it retains control. The
Group has taken advantage of the investment entity exception as
permitted by IFRS 10 and has not consolidated these
investments, but
does consider them to be related parties. The total amounts
included for investments where the Group has control are set out
below:
During the period, the total amount invested in life
science investments which the Group controls was
£75,932,267
(30 September 2023: £58,446,921).
The Group makes other equity
investments where it does not have control but may have significant
influence through its ability to participate in the financial and
operating policies of these companies, therefore the Group considers them
to be related parties. These amounts are
unsecured, interest
free and repayable on demand.
During the period, the total amount invested in life
science investments in which the Group has significant influence
was £14,000,000 (30
September 2023: £nil).
Commitments of milestone payments to
the life science investments are disclosed in note 13.
During the period, SIML charged the life science
investments a total of £86,322 (30 September 2023:
£139,630) in
relation to Directors' fees.
INVESTMENT MANAGER
SIML,
an indirectly held subsidiary of the
Company, is the
Investment Manager of the Group.
For the period ended 30 September
2024, SIML was
entitled to receive reimbursement of reasonably incurred expenses
as it relates to its investment management activities.
|
Unaudited
six months
to
30
September
2024
|
|
Unaudited
six months
to
30
September
2023
|
|
£'000
|
|
£'000
|
|
|
|
|
Amounts paid to SIML
|
7,528
|
|
8,648
|
Amounts owed to SIML in respect of
management fees totalled £1,254,233 (31 March 2024:
£2,222,128).
During the period, SIML received fees from the Group
portfolio companies of £654,646 (30 September 2023:
£660,757).
COMPANY DIRECTORS
At the period end, the Company had seven
Directors, all of
whom served in a non-executive capacity. Rob Hutchinson served as a
Director of the General Partner until his resignation on 7 October
2024. On 1 October 2024 John Roche was appointed as a Director
of the General Partner.
Directors' remuneration for the periods and
year ended, excluding expenses incurred,
and outstanding Directors' remuneration as at the end of the
period and year, are set out below.
|
Unaudited
six months
to
30
September
2024
|
|
Unaudited
six months
to
30
September
2023
|
|
Audited
year to
31 March
2024
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Directors' remuneration for the
period/year
|
255
|
|
253
|
|
506
|
Payable at end of the
period/year
|
-
|
|
-
|
|
-
|
THE
SYNCONA FOUNDATION
Charitable donations are made by the
Company to The Syncona Foundation. The Syncona Foundation was
incorporated in England and Wales on 17 May 2012 as a private
company limited by guarantee,
with exclusively charitable purposes and holds the
Deferred Share in the Company. The donation
accrued to The Syncona Foundation during the period ended 30
September 2024 was £2,034,904 (30 September 2023:
£2,206,217).
12.
FAIR VALUE MEASUREMENT
IFRS 13 "Fair Value
Measurement" requires the Group to establish a fair value hierarchy that
prioritises the inputs to valuation techniques used to measure fair
value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities
(Level 1 measurements) and the lowest priority to unobservable
inputs (Level 3 measurements). The three levels of the fair value
hierarchy under IFRS 13 are set as follows:
· Level
1 Quoted prices (unadjusted) in active markets for identical assets
or liabilities;
· Level
2 Inputs other than quoted prices included within Level 1 that are
observable for the asset or liability either directly (that
is, as prices) or
indirectly (that is, derived from prices) or other market corroborated
inputs; and
· Level
3 Inputs for the asset or liability that are not based on
observable market data (that is,
unobservable inputs).
The level in the fair value
hierarchy within which the fair value measurement is categorised in
its entirety is determined on the basis of the lowest level input
that is significant to the fair value measurement. For this
purpose, the
significance of an input is assessed against the fair value
measurement in its entirety. If a fair value measurement uses
observable inputs that require significant adjustment based on
unobservable inputs, that measurement is a Level 3 measurement. Assessing the
significance of a particular input to the fair value measurement
requires judgement, considering factors specific to the asset or
liability.
The determination of what
constitutes "observable" requires significant judgement by the Group. The Group
considers observable data to be market data that is readily
available, regularly distributed or updated, reliable and
verifiable, and
provided by independent sources that are actively involved in the
relevant market.
The following table presents the
Group's financial
assets and liabilities by level within the valuation hierarchy as
at 30 September 2024 and 31 March 2024:
30
September 2024
|
Level
1
|
|
Level
2
|
|
Level
3
|
|
Total
|
Assets (unaudited)
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
Financial assets at fair value through profit or
loss:
|
|
|
|
|
|
|
|
The Holding Company
|
-
|
|
-
|
|
847,470
|
|
847,470
|
The Partnership
|
-
|
|
-
|
|
297,490
|
|
297,490
|
Total financial assets at fair value through profit or
loss
|
-
|
|
-
|
|
1,144,960
|
|
1,144,960
|
31
March 2024
|
Level
1
|
|
Level
2
|
|
Level
3
|
|
Total
|
Assets (audited)
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
Financial assets at fair value through profit or
loss:
|
|
|
|
|
|
|
|
The Holding Company
|
-
|
|
-
|
|
922,680
|
|
922,680
|
The Partnership
|
-
|
|
-
|
|
319,018
|
|
319,018
|
Total financial assets at fair value through profit or
loss
|
-
|
|
-
|
|
1,241,698
|
|
1,241,698
|
The investments in the Holding
Company and the Partnership are classified as Level 3 investments
due to the use of the unadjusted NAV of the subsidiaries as a proxy
for fair value. The subsidiaries hold some investments valued using
techniques with significant unobservable inputs as outlined in the
sections that follow. There were no transfers between fair value
levels during the period (31 March 2024: Nil).
The underlying assets and
liabilities of the Holding Company and Partnership are shown
below.
The following table presents the
Holding Company's
financial assets and liabilities by level within the valuation
hierarchy as at 30 September 2024 and 31 March 2024:
Asset type
|
Level
|
30 September
2024
£'000
|
31
March
2024
£'000
|
Valuation
technique
|
Significant unobservable
inputs
|
Impact on
Valuation
£'000
|
Listed investment
|
1
|
93,421
|
180,448
|
Publicly available share bid price
as at statement of financial position date
|
n/a
|
n/a
|
SIML
|
3
|
5,762
|
5,831
|
Net assets of SIML
|
Carrying value of assets and
liabilities determined in accordance with generally accepted
accounting principles, without adjustment.
A sensitivity of 5% (31 March 2024: 5%) of the NAV of SIML is
applied.
|
+/-
£288
|
Milestone payments
|
3
|
4,854
|
2,248
|
Discounted cash flow
|
The main unobservable inputs consist
of the assigned probability of milestone success and the discount
rate used.
|
PoS:
+/-
£233
Discount
rate:
£93
|
Deferred consideration
|
3
|
14,343
|
14,362
|
Discounted cash flow
|
The main unobservable inputs consist
of the assigned probability of milestone success and the discount
rate used.
|
PoS:
+/- £898
Discount
rate:
£3,668
|
Calibrated price of recent investment
("PRI") (1)
|
3
|
646,234
|
555,174
|
Calibrated PRI
|
The main unobservable input is the
quantification of the progress investments make against internal
financing and/or corporate milestones where appropriate.
A reasonable shift in the fair value of the investment would be
+/- 10% (31 March 2024: +/-12%).
|
+/-
£64,623
|
Cash (2)
|
n/a
|
57
|
80
|
Amortised cost (4)
|
n/a
|
n/a
|
Other net assets (3)
|
n/a
|
82,799
|
164,537
|
Amortised cost (4)
|
n/a
|
n/a
|
Total net financial assets held at fair value through profit
or loss (5)
|
|
847,470
|
922,680
|
|
|
|
(1) Valuation made by reference to price of recent funding round unadjusted
following adequate consideration of current facts and
circumstances.
(2) Cash and other net assets held
within the Holding Company are primarily measured at amortised cost
which is equivalent to their fair value.
(3) Other net assets primarily consists of a receivable due
from the Partnership totalling £85,406,000. (31 March 2024:
£170,700,000)
(4)
Amortised Cost is considered equivalent to fair
value.
(5) Cash and other net assets within the prior year
comparatives have been represented in order to ensure consistency
with current period presentation. This presentation has no impact
on the net asset value of the Holding Company, or the Group, nor on
the loss for the period in either of the current period or prior
year/period.
The following table presents the
movements in Level 3 investments of the Holding Company for the
period ended 30 September 2024:
|
Life
science
investments
|
|
Milestone
payments
and
deferred
consideration
|
|
SIML
|
|
Unaudited
six months
to
30
September
2024
|
|
Unaudited
six months
to
30
September
2023
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
Opening balance
|
555,174
|
|
16,610
|
|
5,831
|
|
577,615
|
|
504,058
|
Purchases
|
90,610
|
|
-
|
|
-
|
|
90,610
|
|
58,409
|
Sales
|
(9,408)
|
|
-
|
|
-
|
|
(9,408)
|
|
-
|
Gains/(losses) on financial assets
at fair value through profit or loss
|
9,858
|
|
2,587
|
|
(69)
|
|
12,376
|
|
(50,812)
|
Closing balance
|
646,234
|
|
19,197
|
|
5,762
|
|
671,193
|
|
511,655
|
The net unrealised gain for the
period included in the Condensed Consolidated Statement of
Comprehensive Income in respect of Level 3 investments of the
Holding Company held at the period end amounted to
£12,376,000
(30 September 2023: £50,812,000 (unrealised loss)).
During the period, there were no transfers between
levels (30 September 2023: Nil).
The following table presents the
Partnership's
financial assets and liabilities by level within the valuation
hierarchy as at 30 September 2024 and 31 March
2024:
|
Level
|
Unaudited
30
September
2024
£'000
|
Audited
31
March
2024
£'000
|
Valuation
technique
|
Significant unobservable
inputs
|
Impact on
valuation
£'000
|
UK
and US treasury bills
|
1
|
129,700
|
163,373
|
Publicly available price as at
statement of financial position date
|
n/a
|
n/a
|
Capital pool investment fund-Credit funds
|
2
|
75,951
|
112,015
|
Valuation produced by fund
administrator. Inputs into fund components are from observable
inputs
|
n/a
|
n/a
|
Capital pool investment fund - Multi asset
funds
|
3
|
72,557
|
70,500
|
Valuation produced by fund
administrator
|
The main unobservable input include
the assessment of the performance of the underlying assets by the
fund administrator. A reasonable shift in the fair value of the
instruments would be +/-5%
(31 March 2024 +/-5%)
|
+/-
3,628
|
Legacy funds -
Long-term unlisted investments
|
3
|
18,060
|
28,778
|
Valuation produced by fund
administrator
|
The main unobservable input include
the assessment of the performance of the underlying fund by the
fund administrator. A reasonable possible shift in the fair value
of the instruments would be +/-15% (31 March 2024
+/-10%)
|
+/-
2,709
|
CRT
Pioneer Fund
|
3
|
33,065
|
33,874
|
Valuation produced by
fund administrator and
adjusted by Management
|
Unobservable inputs include the fund
managers assessment of the performance of the underlying
investments and adjustments made to this assessment to generate the
deemed fair value. A reasonable possible shift in the fair value of
the instruments would be +/-32%
(31 March 2024 +/-32%)
|
+/-
10,581
|
Cash (1)
|
n/a
|
17,255
|
38,957
|
Amortised cost
(3)
|
n/a
|
n/a
|
Cash equivalents
-
money market
funds (2)
|
n/a
|
27,879
|
59,706
|
Amortised cost equivalent to
publicly available price as at statement of financial position
date
|
n/a
|
n/a
|
Other net liabilities (2)
|
n/a
|
(76,977)
|
(188,185)
|
Amortised cost
(3)
|
n/a
|
n/a
|
Total net financial assets held at fair value through profit
or loss
|
|
297,490
|
319,018
|
|
|
|
(1) Cash and other net liabilities held within the
Partnership are primarily measured at amortised cost which is
equivalent to their fair value.
(2) Other net liabilities primarily consists of a payable
due to Syncona Portfolio Limited totalling £85,406,000. (31 March 2024:
£170,700,000)
(3) Amortised Cost is considered equivalent to fair
value.
During the period ending 30
September 2024, there were no movements from Level 1 to Level 2 (30 September
2023: nil) or between other levels in the
fair value hierarchy.
Assets classified as Level 2
investments are underlying funds fair-valued using the latest
available NAV of each fund as reported by each
fund's
administrator, which are redeemable by the Group subject to necessary notice
being given. Included within the Level 2 investments above are
investments where the redemption notice period is greater than 90
days. Such investments have been classified as Level 2 because
their value is based on observable inputs.
Assets classified as Level 3
long-term unlisted investments are underlying Limited Partnerships
which are not traded or available for redemption. The fair value of
these assets is derived from quarterly statements provided by each
fund's
administrator.
The following table presents the
movements in Level 3 investments of the Partnership for the six
months to 30 September 2024 and the six months to 30 September
2023:
|
Investment
in
Subsidiary
|
|
Capital
pool
investment
|
|
Unaudited
six months
to
30
September
2024
|
|
Unaudited
six months
to
30
September
2023
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
Opening
balance
|
43,054
|
|
99,277
|
|
142,331
|
|
174,808
|
Purchases
during the period
|
-
|
|
-
|
|
-
|
|
456
|
Return of
capital
|
-
|
|
(8,530)
|
|
(8,530)
|
|
(1,057)
|
Unrealised
(losses)/gains on financial assets at fair value
|
-
|
|
(130)
|
|
(130)
|
|
904
|
Closing
balance
|
43,054
|
|
90,617
|
|
133,671
|
|
175,111
|
The net unrealised loss for the
period included in the Condensed Consolidated Statement of
Comprehensive Income in respect of Level 3 investments of the
Partnership held at the period end amounted to
£130,000 (30
September 2023: £904,000 (unrealised gain)).
13.
COMMITMENTS AND CONTINGENCIES
The Group had the following
commitments as at 30 September 2024 and 31 March 2024:
|
Unaudited
30
September
2024
|
|
Audited
31 March
2024
|
|
£'000
|
|
£'000
|
Life science portfolio
|
|
|
|
Milestone payments to life science
companies (1)
|
101,511
|
|
92,585
|
CRT Pioneer Fund
|
1,505
|
|
1,561
|
|
|
|
|
Capital pool investment
|
1,005
|
|
1,018
|
Total
|
104,021
|
|
95,164
|
(1) Milestone payments to life science companies consist of
financial commitments undertaken before or at the reporting
date, that are
contingent upon the achievement of the agreed investment
milestones. When the agreed investment milestones are not
achieved, the
decision to make partial or full payments remains at the discretion
of the Group.
There were no contingent liabilities
as at 30 September 2024 (31 March 2024: nil). The commitments are
expected to fall due in the next 36 months.
14.
SUBSEQUENT EVENTS
As of 30 September 2024, 200,000
shares were in the process of being purchased by the Company and
therefore not available for trade. These shares were withdrawn and
held as treasury shares by the close of 2 October 2024 once the
transactions settled.
As of 13 November 2024, a further
6,095,000 shares have been purchased through the share buyback
programme.
Post period end, a further £15.0
million has been allocated to the share buyback
programme.
These Condensed Consolidated
Financial Statements were approved for issuance by the Directors on
13 November 2024. Subsequent events have been evaluated until 13
November 2024.
ALTERNATIVE PERFORMANCE MEASURES
The Board and the Investment Manager
assess the Company's performance using a variety of measures that
are not defined under IFRS and are therefore classed as Alternative
Performance Measures ("APMs"). These include certain financial and
operational highlights and key financials. The definition of each
of these APMs is shown below.
These APMs are used to present a
clearer picture of how the Company has performed over the period
and are all financial measures of historical performance. APMs
should be read in conjunction with the condensed consolidated
statement of comprehensive income, condensed consolidated statement
of financial position, condensed consolidated statement of changes
in net assets and condensed consolidated statement of cash flows,
which are presented in the condensed consolidated financial
statements. The APMs that the Company uses may not be directly
comparable with those used by other companies.
The annual ongoing charges ratio has
not been disclosed due to the annual nature of the
metric.
CAPITAL DEPLOYED
Gross capital invested in life
science companies in the period. With reference to the life science
portfolio valuation table this is calculated as follows:
|
September
2024
|
September
2023
|
|
|
|
A Net investment in the
period
|
£75.0m
|
£58.4m
|
B Proceeds from sales
|
£14.1m
|
-
|
C Net distributions from CRT Pioneer
Fund
|
£0.9m
|
£0.2m
|
Total Capital deployed (A+B+C)
|
£90.0m
|
£58.6m
|
LIFE SCIENCE PORTFOLIO RETURN
Valuation movement of the life
science portfolio expressed as a percentage of opening portfolio
value. Gross life science portfolio return for September 2024 (8.8)
per cent; September
2023 (7.0) per cent. This is calculated as follows:
|
September
2024
|
September
2023
|
|
|
|
A Opening life science
portfolio
|
£786.1m
|
£604.6m
|
Net investment in the
period
|
£75.0m
|
£58.4m
|
B Valuation movement
|
£(69.2)m
|
£(42.1)m
|
Closing life science
portfolio
|
£791.9m
|
£620.9m
|
Life science portfolio return (B/A)
|
(8.8)%
|
(7.0)%
|
CAPITAL POOL RETURN
Valuation movement of the gross
capital pool expressed as a percentage of opening gross capital
pool value. Gross Capital Pool return for
September 2024 is 1.0 per cent;
September 2023 1.3 per cent. This is calculated by
dividing the valuation movement of the gross capital pool
investments (B) by the gross capital pool at the beginning of the
period (A). Any small differences in calculation may be due to
rounding of inputs. This is calculated as follows:
|
September
2024
|
September
2023
|
|
|
|
Opening Capital Pool
|
£452.8m
|
£650.1m
|
Add back net liabilities not
included in Gross Capital Pool
|
£26.7m
|
£12.3m
|
Less SIML cash
|
£(5.8)m
|
£(7.3)m
|
A Opening Gross Capital
Pool
|
£473.7m
|
£655.1m
|
Life science net investments and
ongoing costs
|
£(126.2)m
|
£(80.2)m
|
B Valuation movement
|
£4.6m
|
£7.7m
|
Closing Gross Capital
Pool
|
£352.1m
|
£582.7m
|
Capital pool return (B/A)
|
1.0%
|
1.2%
|
|
September
2024
|
September
2023
|
|
|
|
Closing Gross Capital
Pool
|
£352.1m
|
£582.7m
|
Add back SIML cash
|
£6.0m
|
£6.6m
|
Less net liabilities not included in
Gross Capital Pool
|
£(5.4)m
|
£(8.9)m
|
Total Capital Pool
|
£352.7m
|
£580.4m
|
CAPITAL POOL
See Glossary for the
definition.
|
September
2024
|
March
2024
|
|
|
|
A Cash and cash
equivalents
|
£61.9m
|
£104.8m
|
B Other assets and
liabilities
|
£(5.4)m
|
£(26.7)m
|
C Net Cash and cash equivalents
(A+B)
|
£56.5m
|
£78.1m
|
D UK and US treasury
bills
|
£129.7m
|
£163.4m
|
E Credit investment funds
|
£75.9m
|
£112.0m
|
F Multi-asset funds
|
£72.6m
|
£70.5m
|
G Legacy funds
|
£18.0m
|
£28.8m
|
Total Capital Pool (C+D+E+F+G)
|
£352.7m
|
£452.8m
|
NAV
PER SHARE
NAV attributable to one ordinary
share in issue on a fully diluted basis. NAV per share is
calculated by dividing net assets by the number of shares in issue
adjusted for dilution by the potential share based payment share
issues. NAV takes account of dividends payable on the ex-dividend
date. This is calculated as follows:
|
September
2024
|
March
2024
|
|
|
|
A NAV for the purposes of NAV per
share
|
£1,144,562,240
|
£1,238,878,132
|
B Ordinary shares available to trade
(note 9)
|
639,065,994
|
655,335,586
|
C Dilutive shares
|
540,605
|
1,035,451
|
D Fully diluted number of shares
(B+C)
|
639,606,599
|
656,371,037
|
NAV
per share (A/D)
|
178.9p
|
188.7p
|
NAV
PER SHARE RETURN
NAV per share return is a measure of
how the NAV per share has performed over a
period, considering
both capital returns and dividends paid to shareholders. NAV per
share return is calculated as the increase in NAV between the
beginning and end of the period,
plus any dividends paid to shareholders in the
period/year. This is calculated as follows:
|
September
2024
|
September
2023
|
|
|
|
A Opening NAV per fully diluted
share (note 9):
|
188.74p
|
186.5p
|
B Closing NAV per fully diluted
share (note 9):
|
178.9p
|
178.6p
|
C Movement (B-A)
|
(9.8)p
|
(7.9)p
|
D Dividend paid in the period (note
10):
|
0.0p
|
0.0p
|
E Total movement (B+C-A)
|
(9.8)p
|
(7.9)p
|
NAV
per share return (E/A)
|
(5.2)%
|
(4.2)%
|
GLOSSARY
AAV
|
|
Adeno-associated virus - a
non-enveloped virus that can be engineered to deliver DNA to target
cells.
|
|
|
|
ALL
|
|
Acute
lymphoblastic leukaemia - a cancer of the bone marrow and blood in
which the body makes abnormal white blood cells.
|
|
|
|
AMN
|
|
Adrenomyeloneuropathy - a
progressive and debilitating neurodegenerative disease caused by
mutations in the ABCD1 gene that disrupt the function of spinal
cord cells and other tissues
|
|
|
|
BLA
|
|
Biologics License
Application.
|
|
|
|
Capital access milestone
|
|
Milestones which have the potential
to enable capital access.
|
|
|
|
CAR T-cell therapy
|
|
Chimeric antigen receptor T-cell
therapy - a type of immunotherapy which reprogrammes a patient's
own immune cells to fight cancer.
|
|
|
|
Capital
deployed/deployment
|
|
Follow-on investment in our
portfolio companies and investment in new companies during the
year. "See Alternative Performance Measures"
|
|
|
|
Capital pool
|
|
Capital pool investments plus cash
less other net liabilities.
|
|
|
|
Capital pool investments
|
|
The underlying investments consist
of cash and cash equivalents, including short-term (1, 3, and 6
month) UK and US treasury bills, and a number of credit,
multi-asset and legacy fixed term funds.
|
|
|
|
Capital pool investments
return
|
|
"See Alternative Performance
Measures"
|
|
|
|
Cell therapy
|
|
A therapy which introduces new,
healthy cells into a patient's body, to replace those which are
diseased or missing.
|
|
|
|
Clinical stage
|
|
Screened and enrolled first patient
into a clinical trial.
|
|
|
|
Company
|
|
Syncona Limited.
|
|
|
|
CRT Pioneer Fund
|
|
The Cancer Research Technologies
Pioneer Fund LP. The CRT Pioneer Fund is managed by Sixth Element
Capital and invests in oncology focused assets.
|
|
|
|
Definitive data
|
|
A category within our NAV Growth
Framework. Companies in this category have significant clinical
data showing a path to marketed product or are moving to pivotal
trial and building out commercial infrastructure.
|
|
|
|
Emerging efficacy data
|
|
A category within our NAV Growth
Framework. Companies in this category have a clinical strategy
defined or have initial efficacy data from Phase I/II in
patients.
|
|
|
|
Gaucher disease
|
|
A genetic disorder in which a fatty
substance called glucosylceramide accumulates in macrophages in
certain organs due to the lack of functional GCase
enzyme.
|
|
|
|
|
|
|
Gene therapy
|
|
A therapy which seeks to modify or
manipulate the expression of a gene in order to treat or cure
disease.
|
|
|
|
General Partner
|
|
Syncona GP Limited
|
|
|
|
Gross capital pool
|
|
Capital pool investments plus cash
held by the Group excluding cash held by the Investment
Manager
|
|
|
|
Group
|
|
Syncona Limited and Syncona GP
Limited are collectively referred to as the "Group".
|
|
|
|
Holding Company
|
|
Syncona Holdings Limited.
|
|
|
|
Investment Manager
|
|
Syncona Investment Management
Limited.
|
|
|
|
IRR
|
|
Internal Rate of Return.
|
|
|
|
Key value inflection
point
|
|
Milestones which have the potential
to deliver significant NAV growth.
|
|
|
|
Late-stage/late-stage
clinical
|
|
Has advanced past Phase II clinical
trials.
|
|
|
|
Leukaemia
|
|
Broad term for cancers of the blood
cells.
|
|
|
|
Life science investments
|
|
Non-core assets which provide
optionality to deliver returns for our shareholders.
|
|
|
|
Life science portfolio
|
|
The underlying investments in this
segment are those whose activities focus on actively developing
products to deliver transformational treatments to
patients.
|
|
|
|
Life science portfolio return
|
|
"See Alternative Performance
Measures"
|
|
|
|
Macrophages
|
|
A form of white blood cell and the
principal phagocytic (cell engulfing) components of the immune
system.
|
|
|
|
Management
|
|
The management team of Syncona
Investment Management Limited.
|
|
|
|
Melanoma
|
|
A serious form of skin cancer that
begins in cells known as melanocytes.
|
|
|
|
Net asset value, net assets or
NAV
|
|
Net asset value ("NAV") is a measure
of the value of the Company, being its assets - principally
investments made in other companies and cash and cash equivalents
held - minus any liabilities.
|
|
|
|
NAV per share
|
|
"See Alternative Performance
Measures"
|
|
|
|
NAV
total return
|
|
"See Alternative Performance
Measures"
|
|
|
|
NSCLC
|
|
Non-small cell lung cancer - the
most common form of lung cancer.
|
|
|
|
On the market
|
|
A category within our NAV Growth
Framework. Companies in this category are commercialising products
or have revenue streams.
|
|
|
|
Operational build
|
|
A category within our NAV Growth
Framework. Companies in this category have a clearly defined
strategy and business plan or a leading management team
established
|
|
|
|
Ordinary Shares available to
trade
|
|
Ordinary Shares, with voting rights
attached, that are freely tradable on the open market.
|
|
|
|
Partnership
|
|
Syncona Investments LP
Incorporated.
|
|
|
|
Pre-clinical
|
|
Not yet entered clinical
trials.
|
|
|
|
Return
|
|
A Simple Rate of Return is the
method used for return calculations.
|
|
|
|
SIML
|
|
Syncona Investment Management
Limited.
|
|
|
|
SLE
|
|
Systemic lupus erythematosus - a
long-term autoimmune condition that causes joint pain, skin rashes
and tiredness.
|
|
|
|
Strategic portfolio
|
|
Portfolio of core life science
companies where Syncona has significant shareholdings.
|
|
|
|
Syncona Group Companies
|
|
The Company and its subsidiaries
other than those companies within the life science
portfolio.
|
|
|
|
Syncona Holdings Limited
|
|
Holding Company
|
|
|
|
Syncona team
|
|
The team of SIML, the Company's
Investment Manager.
|
|
|
|
T-cell
|
|
A type of lymphocyte white blood
cell, which forms part of the immune system and develops from stem
cells in the bone marrow.
|
|
|
|
TCR
|
|
T-cell receptor
|
|
|
|
The Syncona Foundation
|
|
The Foundation distributes funds to
a range of charities, principally those involved in the areas of
life science and healthcare.
|
|
|
|
Valuation Policy
|
|
The Group's investments in life
science companies are, in the case of quoted companies, valued
based on bid prices in an active market as at the reporting date.
In the case of the Group's investments in unlisted companies, the
fair value is determined in accordance with the International
Private Equity and Venture Capital (IPEV) Valuation Guidelines.
These may include the use of recent arm's length transactions (Cost
or Price of Recent Investment (PRI)), Discounted Cash Flow (DCF)
analysis and earnings multiples as valuation techniques. Wherever
possible, the Group uses valuation techniques which make maximum
use of market-based inputs.
|
|
|
|
XLRP
|
|
X-linked retinitis pigmentosa - a
severe, aggressive, inherited retinal disease.
|