Half-year Report
RNS Number : 9254L
RTW Venture Fund Limited
16 September 2021
 

LEI: 549300Q7EXQQH6KF7Z84

16 September 2021

 

RTW Venture Fund Limited

Interim Report for the period ended 30 June 2021

 

83% NAV Growth Since Admission in October 2019-Core Portfolio Investments Increase to 34

 

RTW Venture Fund Limited (the "Company"), the London Stock Exchange-Premium listed investment company focused on identifying transformative assets with high growth potential across the biopharmaceutical and medical technology sectors, is pleased to announce its Interim Report for the six months ended 30 June 2021.

 

Financial Highlights: 97% share price growth since Admission

RTW Venture Fund Limited

Interim reporting period (01/01/2021-30/06/2021)

Interim reporting period (01/01/2020-30/06/2020)

Admission (30/10/2019)

Ordinary NAV

US$397.2 million

US$238.3 million

US$168.0 million

NAV per Ordinary Share

US$1.91

US$1.34

US$1.04

NAV Growth per Ordinary Share (%)

-3%

5%

83%(i)

Price per Ordinary Share

US$2.05

US$1.44

US$1.04

Share price growth (%) (ii)

9%

5%

97%(i)

Benchmark returns (iii)

Nasdaq Biotech

8%

14%

52%(i)

Russell 2000 Biotech

-5%

12%

77% (i)

(i)         % Change covering the period from Admission to 30 June 2021

(ii)        Total shareholder return is an alternative performance measure.

(iii)       Source: Capital IQ.

 

Portfolio Highlights - continued successful progress in investing funds into high growth biotech companies with transformative assets:

·      As of 30 June 2021, the Company held 34 Portfolio Companies (H1 2020: 13 Portfolio Companies)

14 publicly-listed (H1 2020: 3)

20 privately-held (H1 2020: 10)

·      Of these, 13 new core portfolio companies were added during the period (H1 2020: 6)

·      29/44 core portfolio companies' pipeline products are in clinical stage programmes (H1 2020: 21/26)

·      As at 30 June 2021, c.65% of NAV was invested in core portfolio companies (H1 2020: 47%)

·      In H1 2021, six portfolio companies (Landos, Immunocore, Prometheus, Biomea Fusion, Monte Rosa, and GH Research) launched an initial public offering (IPO)

Average 2.1x valuation step-up from the initial time of investment to IPO

An additional average 19% share price increase on the first day of trading

 

Roderick Wong, MD, Managing Partner and Chief Investment Officer of RTW Investments, LP (the "Investment Manager") commented:

"During the recent six-month period, the Company's share price growth outperformed both the Nasdaq Biotech and Russell 2000 Biotech benchmarks, albeit there was a slight reduction in NAV and performance was more challenged than previous periods as the sector reduced. The Company has delivered share price returns of 97% for shareholders since inception.

 

 We have made considerable further successful progress in capital deployment ahead of our target expectations, adding 13 new positions during the period. During the last reporting period alone the Company's portfolio has delivered a series of major catalyst events for value creation that have been significant contributors to NAV performance, including successful IPOs of six portfolio companies. We look forward to continuing to deploy capital into carefully selected core portfolio companies developing transformational therapeutic and medical technology products. We believe the healthcare sector remains attractively valued, especially given the recent explosion in scientific innovation. We are excited to grow the Company's investment pipeline and will continue updating shareholders on further opportunities in due course."

 

Analyst Call

A conference call for analysts will be held at 2pm BST / 9am EST today. To register for the event please RSVP to [email protected].

 

For Further Information

RTW Investments, LP

Stephanie Sirota, Chief Business Officer

Alexandra Taracanova, PhD, Director of Investor Relations

Julia Enright, Senior Business Development Associate

+1 (646) 597-6980

 

 

Elysium Fund Management Limited

Joanna Duquemin Nicolle, Chief Executive Officer

Sadie Morrison, Managing Director

+44 (0)14 8181 0100

 

 

J.P. Morgan Cazenove

William Simmonds

Jérémie Birnbaum

James Bouverat (Sales)

+44 (0)20 7742 4000

 

 

Barclays

Tom Swerling 

Andrew Tusa

+44 (0)20 7623 2323

 

 

Buchanan

Charles Ryland

Henry Wilson

George Beale

+44 (0)20 7466 5000

+44 (0)20 7466 5111

 

About RTW Venture Fund Limited:

RTW Venture Fund Limited (LSE: RTW) is an investment fund focused on identifying transformative assets with high growth potential across the biopharmaceutical and medical technology sectors. Driven by a long-term approach to support innovative businesses, RTW Venture Fund invests in companies developing next-generation therapies and technologies that can significantly improve patients' lives.

 

RTW Venture Fund Limited is managed by RTW Investments, LP, a leading healthcare-focused entrepreneurial investment firm with deep scientific expertise and a strong track record of supporting companies developing life-changing therapies.

 

Visit the RTW website at www.rtwfunds.com for more information.

 

30 June 2021 Financial Highlights

 

83.3% Ordinary NAV growth since inception

(H1 2020: 28.5%)

 

97.2% total shareholder return since inception

(H1 2020: 38.5%)

 

US$397.2 million Ordinary NAV

(H1 2020: US$238.3 million)

US$1.91 NAV per Ordinary Share

(H1 2020: US$1.34)

US$2.05 price per Ordinary Share

(H1 2020: US$1.44)

US$10 million in cash / cash equivalents

(H1 2020: US$49 million)

 

Portfolio Highlights

 

65% of NAV invested in portfolio companies

(H1 2020: 47%)

13 new core portfolio companies added in the period

(H1 2020: 6)

34 Portfolio Companies: 14 publicly-listed and 20 privately-held

(H1 2020: 13 portfolio companies, 3 publicly-listed and 10 privately-held)

29/44 of portfolio companies' pipeline products are in clinical stage programs

(H1 2020: 21/26)

 

Investing with purpose

 

We are scientists and entrepreneurs who aspire to change patients' lives through medical and scientific innovation. Our long-term strategy is anchored in identifying sources of transformational innovations by engaging in deep scientific research and a rigorous and repeatable idea generation process, which is complemented with years of capital markets, company building, transactional, operational, and legal expertise.

 

Identify transformational innovations

We have developed expertise through our comprehensive study of industry and academic efforts in targeted areas of significant innovation.

 

Engage deep research and unlocking value

We have developed repeatable internal processes combining technology and manpower to comprehensively cover critical drivers of innovation globally.

 

Build new companies around scalable and sustainable business platforms

We have the capabilities to partner with universities and in-license academic programs, by providing capital and infrastructure to entrepreneurs to advance scientific programs. We have the capabilities to partner with companies with more mature assets to further their development and commercialize them in new geographies. We also have the capability to identify genetic targets and develop therapies to address those targets.

 

Support full lifecycle investment

A key part of our competitive advantage is the ability to determine at what point in a company's life cycle we should support the target asset or pipeline.

 

Our focus on innovative medicine

We have developed expertise through our comprehensive study of industry and academic efforts in targeted areas of significant innovation. In an industry of probable outcomes, we focus energy on efforts we determine to have a high probability of success. We believe we can add more value to entrepreneurs and scientists and ultimately positively impact patients. Our current focus areas include both technology platforms and disease areas.

 

 

Chairman's Statement

 

It is with great pleasure that I present the 2021 interim results for RTW Venture Fund Limited (the "Company"). The Company was admitted to the Specialist Fund Segment of the London Stock Exchange (LSE) nearly two years ago on 30 October 2019, and I am pleased to report significant performance milestones following its admission and through the first half of 2021.

 

2021 Overview

 

Building upon the achievements and extraordinary growth in 2020, the Company and RTW Investments, LP (the "Investment Manager" or "RTW") continued successfully executing their strategy in 2021. Notwithstanding the COVID-19 pandemic and volatility in the global markets, the Investment Manager remained focussed on the fundamentals and valuation of the underlying companies and demonstrated an accelerated pace of capital deployment by investing in almost as many private companies during the first half of 2021 as it did during the whole 2020 calendar year. This enabled the Company to continue building its portfolio of innovative biotechnology and medical technology companies and providing solution-driven financing strategies at various points in the individual life cycles of these companies.

 

Despite the market volatility and rotation out of growth observed this Spring, the Company share price outperformed (+9%) its benchmarks: the small-cap heavy Russell 2000 Biotech Index (-4.5%) and large-cap heavy Nasdaq Biotech Index (+8.2%) for the half-yearly reporting period. In the period from 31 December 2020 to 30 June 2021, the NAV declined by 2.7% from US$375.3 million or US$1.96 per Ordinary Share to US$397.2 million or US$1.91 per Ordinary Share. The main detractor to the NAV was the share price performance of Rocket (c. -9%), offset by IPOs of Landos (c. +2%), Immunocore (c. +2%) and Prometheus (c. +2%).

 

At the beginning of the year, the Company portfolio included twenty-two core portfolio companies, of which thirteen were privately held and nine were publicly listed. All core portfolio companies were initiated as private investments by the Investment Manager. During the first half of 2021, the Company added thirteen portfolio companies, one of which, Inivata, was acquired, bringing the total number of core portfolio companies to thirty-four, representing c. 65% of NAV by the end of the reporting period.

 

As in previous periods, to mitigate any drag on performance due to excess cash awaiting deployment into new private assets, the Company also invested c. 33% of NAV in a high-quality portfolio of listed companies or non-core portfolio assets selected by the Investment Manager to be representative of positions which are also held in their other investment funds. The balance of c. 2% of the remaining NAV was held as cash and working capital.

 

Share Issuance

 

During the reporting period our corporate broker J.P. Morgan Cazenove reported significant demand from prospective shareholders, which was reflected in the fact that the Company's share price has traded at an average premium to NAV of c. 11.5% over this period. Under UK Listing rules, the Company has the authority to issue new shares of up to 20% of the outstanding share capital in any rolling twelve-month period without filing an updated prospectus, provided the shares are issued on a non-dilutive basis at a premium to NAV. In response to market demand in the six months to 30 June 2021, the Company issued a further 16,864,022 shares, a 9% increase in the total outstanding shares of the Company and raising an additional US$36.4 million net of expenses. The share issuance was modestly accretive to NAV, contributing c. 1% to the NAV growth per Ordinary Share.

 

AGM Results and Board Composition

 

The Company held its Annual General Meeting on 22 June 2021 to consider the audited financial statements, amongst other things. The meeting was hosted in part virtually due to COVID-19 travel restrictions and we encouraged shareholder participation via the ability to table questions on our website. The results have been announced to the market and published on the Investment Manager's website https://www.rtwfunds.com/venture-fund/.

 

I am happy to report that all of our AGM resolutions were approved. It is a privilege to continue to serve as Chairman with fellow Guernsey-based independent Directors, William Scott and Paul Le Page, who collectively have several decades of experience in the listed Investment Company sector. I am particularly pleased that our fourth Director, Stephanie Sirota, who is a principal and Chief Business Officer of the Investment Manager, will continue to provide our Board with specialist technical insight and demonstrate her personal commitment to the Company.

 

Migration to the Premium Listing of the Main Market of the LSE

 

As stated in the 2020 Annual Report earlier this year, the Board intended to raise the profile of the Company with a view to broadening its shareholder base by means of exploring a migration to the Premium Listing of the Main Market of the London Stock Exchange.

 

I am pleased to report the Company has successfully completed the migration and was admitted to listing on the Official List of the FCA and to trading on the Premium Segment of the London Stock Exchange plc's Main Market on 6 August 2021. The application for admission was approved by shareholder vote at the extraordinary general meeting held on 30 July 2021. The Company also introduced an additional market quote for the shares on London Stock Exchange denominated in GBP under ticker "RTWG". There were no changes to the legal form or nature of the ordinary shares nor to the reporting currency of the Company's financial statements (which will remain in US Dollars).

 

The Board believes the Premium Segment of the Main Market is the most appropriate platform for the continued growth of the Company by increasing RTW Venture Fund's profile, broadening its shareholder register, adding sterling denomination, and facilitating the Company's eligibility for inclusion in the FTSE UK Index Series.

 

Outlook

 

Even with COVID-19 remaining a pressing issue worldwide, the Company is looking ahead with optimism. As a full life-cycle investor, our Investment Manager may also invest in public biotech and medtech securities trading at attractive levels, by taking advantage of valuation disparities between small to mid-cap and large-cap companies in the sector. The Investment Manager believes that there remains significant demand for reliable capital to support the discovery and development of scientific innovation globally, and that there is an opportunity to grow their footprint in the UK and EU as an active local participant in the biotech ecosystem. The Investment Manager therefore intends to grow the Company's portfolio, by attracting demand from new shareholders to assist in the financing of an exciting pipeline of new ideas, based upon its strategy of founding, investing, and supporting companies developing next-generation therapies and technologies that can significantly improve patients' lives. Accordingly, the Board expects the Company to continue delivering strong performance over the long term and creating value for shareholders.

 

On behalf of the Board, I would like to express my gratitude for your continued support and wish you and your families a healthy, safe, and prosperous remainder of 2021.

 

William Simpson

Chairman of the Board of Directors

RTW Venture Fund Limited

15 September 2021

 

 

 

Report of the Investment Manager

 

Executive summary

 

It is with distinct pleasure that we share the interim results of the Company as of 30 June 2021. Since its listing on London Stock Exchange in October 2019, the Company has witnessed NAV growth of 83.3% from US$168.0 million, or US$1.04 per Ordinary Share, to US$397.2 million, or US$1.91 per Ordinary Share as of 30 June 2021. For the reporting period, the NAV attributable to Ordinary Shares has declined modestly by 2.7% from US$375.3 million NAV or US$1.96 per Ordinary Share as of 31 December 2020. Since admission, the share price has returned 97.2%.

 

Table 1. Financial Highlights

 

RTW Venture Fund Limited

Interim reporting period (01/01/2021-30/06/2021)

Interim reporting period (01/01/2020-30/06/2020)

Admission (30/10/2019)

Ordinary NAV

US$397.2 million

US$238.3 million

US$168.0 million

NAV per Ordinary Share

US$1.91

US$1.34

US$1.04

NAV Growth per Ordinary Share (%)

-3%

5%

--

Price per Ordinary Share

US$2.05

US$1.44

US$1.04

Share price growth (%) (i)

9%

5%

 

Benchmark returns (ii)

Nasdaq Biotech

8%

14%

 

Russell 2000 Biotech

-5%

12%

 

(i)             Total shareholder return is an alternative performance measure.

(ii)            Source: Capital IQ.

 

RTW Investments, LP (the "Investment Manager", "us", "we"), a leading healthcare-focused entrepreneurial investment firm with a strong track record of supporting companies developing life-changing therapies, created the Company as an investment fund focused on identifying transformative assets with high growth potential across the biopharmaceutical and medical technology sectors. Driven by our deep scientific understanding and a long-term approach to building and supporting innovative businesses, we invest in companies developing transformative next-generation therapies and technologies that can significantly improve patients' lives.

 

We are pleased to report that as of 30 June 2021, c. 65% of NAV was invested in core portfolio companies vs c. 47% as of 30 June 2020. Core portfolio companies typically begin as private investments, reflecting the key focus of the Company's strategy. However, our investment approach is defined as full life cycle and therefore involves retaining our private investments well beyond their IPO, hence our core portfolio consists of both privately-held and publicly-listed companies.

 

The Company also invested approximately 33% of its NAV in publicly listed, non-core portfolio assets in order to mitigate any 'cash drag' effect. The non-core portfolio assets have been selected by us and are also held in our other funds. The investments represented in this portfolio are similarly categorized as innovative biotechnology and medical technology companies developing and commercializing potentially disruptive and transformational products.

 

Our listed core holdings produced the majority of our losses and our private core holdings produced the majority of our gains. In the first half of 2021, the main contributors to the NAV per share decrease were the Rocket share price (c. -9%), Athira (c. -1%), Tarsus (c. -1%) and Frequency (c. -0.4%). These mark to market losses were offset by IPOs of Landos (c.+2%), Immunocore (c.+2%) and Prometheus (c.+2%), the acquisition of Inivata (c.+0.4%), performance of other core positions (c. +1%) and NAV-accretive share issuance (c. +1%). The Company's performance fee allocation and expenses make up the balance of the NAV movement.

 

Figure 1. Performance drivers as of 30 June 2021

[chart]

           

On listing, the Company's core portfolio included six companies, four of which were developing clinical-stage therapeutics and two med tech companies developing transformative devices.

 

Since listing, the Company has added twenty-eight companies to its portfolio and has had one position acquired, with fifteen additions in the 2020 financial year and thirteen in H1 2021. Portfolio companies added in the first half of 2021 are listed below.

 

Our 2021 investments include:

Company name

Description

% NAV

Visus

Clinical stage biotech developing a presbyopia-correcting eye drop.

0.5%

Ancora

Medtech company developing minimally invasive implant for heart failure.

0.7%

Artiva

Developer of allogenic cord blood-derived Natural Killer (NK) cell therapy.

0.2%

Ventyx

Clinical stage biotech advancing a promising immunology pipeline for autoimmune and inflammatory diseases.

0.4%

Pyxis

Oncology biotech developing antibody-drug conjugates.

0.6%

Monte Rosa

Pre-clinical stage targeted protein degradation biotech.

0.9%

GH Research

Clinical stage biotech developing therapies to manage mental disease.

1.4%

RTW Royalty #2

Royalty as a part of RTW-Urogen deal.

2.8%

Numab Therapeutics

Swiss biotech developing next-gen multi-specific antibody-based immunotherapies for cancer and inflammation.

0.4%

Yarrow

RTW-backed new company creation focused on CNS diseases.

0.0%

Alcyone

Gene therapy platform company developing therapies for CNS diseases.

0.9%

Umoja

Preclinical-stage lentiviral in vivo CAR-T oncology biotech.

0.8%

Neurogastrx

Clinical stage spec pharma focused on gastrointestinal disorders.

0.4%

 

As of 30 June 2021, the portfolio included thirty-four companies that were diversified across treatment modalities, therapeutic focus, and clinical stage of their programs (Figure 2A-C). While the portfolio remains dominated by US-based companies (Figure 2D), we are committed to adding UK and EU-based companies in an effort to support the best assets globally and foster local biotech ecosystems.

 

Figure 2. Portfolio breakdown, by (A) modality, (B) therapeutic focus, (C) clinical stage and (D) geography as of 30 June 2021

 

(A) [chart] (B) [chart]

 

(C) [chart] (D) [chart]

 

Key updates for Portfolio Companies during H1 2021:

 

Clinical

·   In March 2021, Frequency announced top-line data from its Phase 2a clinical study of FX-322 in sensorineural hearing loss (SNHL), the interim results did not demonstrate improvements in hearing measures versus the placebo and we exited our position.

·    In May 2021, Rocket shared positive data updates to its lentiviral vector (LVV)-based gene therapy programs for the treatment of Fanconi Anaemia (FA) and (2) Leukocyte Adhesion Deficiency-I (LAD-I), and (3) Pyruvate Kinase Deficiency (PKD). Rocket also announced a clinical hold on its adeno-associated virus (AAV)-based gene therapy for Danon disease, a devastating, paediatric heart failure condition. The hold was not triggered by safety concerns and patient enrollment is expected to resume in Q3 2021.

·    In April 2021, iTeos shared a positive preliminary Phase 1 data update for its TIGIT antibody EOS-448 program in adult patients with advanced solid tumors, indicating EOS-448 was generally well tolerated with no dose-limiting toxicities observed and showed preliminary signs of clinical activity as a monotherapy, including a partial response in a melanoma patient, and stable disease in multiple patients.

·      In June 2021, Tarsus announced positive results of Saturn-1 pivotal trial evaluating TP-03 for the treatment of demodex blepharitis. The Saturn-1 Phase 2b/3 trial met all primary and secondary endpoints, and demonstrated significant, clinically meaningful outcomes with no serious treatment-related adverse events and no treatment-related discontinuations.

 

Financing

·      In H1 2021, six portfolio companies (Landos, Immunocore, Prometheus, Biomea Fusion, Monte Rosa, and GH Research) launched an initial public offering (IPO) with an average 2.1x valuation step-up from the initial time of investment to IPO, followed by an additional average +19% performance on the first day of trading.

·      In May 2021, Ji Xing announced an exclusive licencing agreement with Milestone to develop and commercialize etripamil, a novel calcium channel blocker designed to be a rapid-response therapy for episodic cardiovascular conditions, in China. Following this announcement, the Company participated alongside our other investment vehicles in a Series B financing round.

·      In May 2021, NiKang Therapeutics completed a US$200 million Series C financing round. The Company alongside other vehicles managed by the Investment Manager participated in the financing round.

·      We seeded our latest new company creation Yarrow Biotechnology, a biotech developing antisense oligonucleotide-based therapeutics for disorders with high unmet need. In May 2021, Yarrow announced licensing agreement with ProQR for its antisense oligonucleotide technology (ASO) to develop and commercialize potential therapies for an undisclosed CNS target. 

·      In June 2021, iTeos and GSK announced a deal on development and commercialization of iTeos' EOS-448 TIGIT targeting antibody, under which iTeos is to receive a US$625M upfront payment in addition to potential milestones, and royalty payments on ex-US sales up to US$1.45B in development and commercial milestones.

·      In June 2021, Inivata announced that NeoGenomics, Inc (NASDAQ: NEO.) has completed its acquisition of the company, the intention of which was previously announced on 5 May 2021. NeoGenomics exercised its option to acquire the remaining Inivata equity interest for US$390 million after it had previously made a US$25 million minority equity investment.

 

Portfolio performance and updates

 

The Company's share price has traded at an average premium of c. 11.7% since inception (Figure 3A). The Company's overall returns since inception have outperformed its biotech benchmarks, generating an overall return of c. 83% vs c. 77% by the small and mid-cap heavy Russell 2000 Biotechnology Index and significantly outperforming the large-cap heavy Nasdaq Biotechnology Index, which returned c. 52% (Figure 3B note: the reporting period for this chart is 30 October 2019 to 30 June 2021). During the sixth-month reporting period, the Company's share price grew by c. 9%, whilst the Nasdaq Biotechnology Index returned c. 8% and the Russell 2000 Biotechnology index returned c. -5% for the same period, respectively.

Source Capital IQ.

 

Figure 3. RTW.L share price performance (A) and returns (B) as of 30 June 2021

 

(A) [chart]

(B)  [chart]

 

As of 30 June 2021, six portfolio companies, which included Landos, Immunocore, Prometheus Biosciences, Biomea Fusion, Monte Rosa, and GH Research, had gone public via an IPO with an average 2.1x step-up from the initial time of investment to IPO and an average private holding period of 0.7 years, followed by an additional average c. 19% performance on the first day of trading.

 

Table 2. Performance of private and public portfolio investments as of 30 June 2021

Portfolio company

Initial Investment Date

Valuation Date

MOC

XIRR

Private Holding Period (years)

Beta Bionics

28/6/2019

30/6/2021

1.1x

3.9%

           2.0

Orchestra

28/6/2019

30/6/2021

1.0x

0.6%

           2.0

Frequency*

17/7/2019

23/3/2021^

2.8x

85.3%

           1.7

Immunocore*

13/8/2019

30/6/2021

1.9x

50.0%

           1.9

Landos*

9/8/2019

30/6/2021

2.8x

72.6%

           1.9

Avidity*

8/11/2019

30/6/2021

2.7x

84.5%

           1.6

Ji Xing

10/2/2020

30/6/2021

1.1x

28.6%

           1.4

iTeos*

24/3/2020

30/6/2021

2.6x

115.9%

           1.3

Pulmonx*

17/4/2020

30/6/2021

3.4x

178.3%

           1.2

Athira*

29/5/2020

30/6/2021

2.1x

107.1%

           1.1

C4 Therapeutics*

2/6/2020

30/6/2021

4.3x

285.3%

           1.1

Encoded

12/6/2020

30/6/2021

1.7x

66.5%

           1.0

Milestone^^

23/7/2019

30/6/2021

1.3x

43.9%

           0.9

NiKang

9/9/2020

30/6/2021

1.1x

13.1%

           0.8

Tarsus*

24/9/2020

30/6/2021

2.1x

159.0%

           0.8

Prometheus Biosciences*

30/10/2020

30/6/2021

3.0x

764.7%

           0.7

RTW Royalty (#1)

13/11/2020

30/6/2021

1.1x

10.2%

           0.6

Nuance Pharma

7/12/2020

30/6/2021

1.0x

0.0%

           0.6

Tenaya

17/12/2020

30/6/2021

1.0x

0.0%

           0.5

Biomea Fusion*

23/12/2020

30/6/2021

2.0x

270.2%

           0.5

Inivata**

24/12/2020

18/6/2021

2.6x

635.5%

           0.5

Prometheus Labs

12/31/2020

30/6/2021

1.0x

0.0%

           0.5

Ancora Heart

20/1/2021

30/6/2021

1.0x

6.7%

           0.4

Visus

01/26/2021

30/6/2021

1.0x

0.0%

           0.4

Artiva

23/2/2021

30/6/2021

1.0x

0.0%

           0.3

Ventyx

26/2/2021

30/6/2021

1.0x

0.0%

           0.3

Pyxis Oncology

8/3/2021

30/6/2021

1.0x

0.0%

           0.3

Monte Rosa*

12/3/2021

30/6/2021

2.2x

1,206.4%

           0.3

GH Research*

9/4/2021

30/6/2021

1.8x

1,144.4%

           0.2

RTW Royalty (#2)

05/05/2021

30/6/2021

1.0x

-2.2%

           0.2

Numab

7/5/2021

30/6/2021

1.0x

-13.0%

           0.1

Yarrow

14/5/2021

30/6/2021

1.0x

0.0%

           0.1

Alcyone

8/6/2021

30/6/2021

1.0x

0.0%

           0.1

Umoja

9/6/2021

30/6/2021

1.0x

0.0%

           0.1

Neurogastrx

25/6/2021

30/6/2021

1.0x

0.0%

           0.0

Average

1.7x

152%

0.8

 

Public company

Price per share as of 29/10/2019 market close (as of listing of the Company)

% Return

Rocket

US$14.00

216%

               

 

*These positions originated in the portfolio as private companies and since the Company's IPO have gone public; as of 30 June 2021, Immunocore, Landos, Prometheus Biosciences, Biomea Fusion, GH Research and Monte Rosa were under 180-day lock-up provision; **Acquired; ^Exited the position; ^^Milestone is a public company, the Company holds private warrants.

 

Table 3. NAV capital breakdown as of 30 June 2021

Type

% Of NAV

Core portfolio assets (private and public)

64.9%

Non-core portfolio assets

32.8%

Cash, due to/from brokers, other*

2.4%

Total

100.0%

*Other includes liabilities such as other payables and accrued expenses.

 

As of 30 June 2021, our top five holdings of non-core portfolio assets represented c. 8% of NAV and consisted of: Dermtech (ticker: "DMTK"), a medtech company developing precision genomics for cancer diagnosis, Alnylam (ticker: "ALNY") and Dicerna (ticker: "DRNA"), both are leading RNA medicine companies, Natera (ticker: "NTRA"), a clinical genetic testing company,  and Vericel (ticker: "VCEL"), a manufacturer of advanced cell therapies for the sports medicine and severe burn care markets. We expect to deploy the capital invested into non-core portfolio assets into private companies as the new opportunities arise.

 

Table 4. Overview of portfolio companies' valuations* as of 30 June 2021

 

Portfolio Company

Public/ Private

Company's % interest in Portfolio Company's capital as of 30 June 2021

Valuation of Company's investment as of 30 June 2021

% of Company's net assets as of 30 June 2021

YTD P&L as of
30 June 2021

Valuation hierarchy

Rocket

Public

<5%

US$104.7 million

24.6%

-US$35.7 million

Level 1

Avidity

Public

<5%

US$15.7 million

3.7%

-US$0.5 million

Level 1

Landos

Public**

<5%

US$14.4 million

3.4%

US$9.2 million

^Level 2

Prometheus Biosciences

Public**

<5%

US$12.7 million

3.0%

US$7.4 million

^Level 2

Ji Xing

Private

<10%

US$12.6 million

2.9%

US$1.3 million

Level 3

Immunocore

Public**

<1%

US$12.3 million

2.9%

US$6.4 million

Level 2

RTW Royalty (#2)

Private

<20%

US$11.8 million

2.8%

US$0.0 million

Level 3

C4 Therapeutics

Public

<1%

US$11.4 million

2.7%

US$1.8 million

Level 1

RTW Royalty (#1)

Private

<10%

US$8.7 million

2.1%

US$0.5 million

Level 3

Tarsus

Public

<1%

US$6.9 million

1.6%

-US$2.7 million

Level 1

GH Research

Public**

<1%

US$6.0 million

1.4%

US$1.9 million

^Level 2

Beta Bionics

Private

<5%

US$5.4 million

1.3%

US$0.0 million

Level 3

NiKang

Private

<5%

US$4.6 million

1.1%

US$0.3 million

Level 3

Tenaya

Private

<5%

US$4.4 million

1.0%

US$0.0 million

Level 3

Monte Rosa

Public**

<1%

US$3.8 million

0.9%

US$1.4 million

^Level 2

Alcyone

Private

<5%

US$3.7 million

0.9%

US$0.0 million

Level 3

Encoded

Private

<1%

US$3.4 million

0.8%

US$1.4 million

Level 3

Milestone

Public

<5%

US$3.4 million

0.8%

-US$0.7 million

^Level 2

Umoja

Private

<1%

US$3.2 million

0.8%

US$0.0 million

Level 3

iTeos

Public

<1%

US$2.9 million

0.7%

-US$1.9 million

Level 1

Ancora

Private

<1%

US$2.9 million

0.7%

US$0.0 million

Level 3

Pyxis

Private

<5%

US$2.7 million

0.6%

US$0.0 million

Level 3

Pulmonx

Public

<1%

US$2.6 million

0.6%

-US$1.4 million

Level 1

Orchestra

Private

<1%

US$2.5 million

0.6%

US$0.1 million

Level 3

Biomea Fusion

Public**

<1%

US$2.3 million

0.5%

US$0.9 million

^Level 2

Visus

Private

<5%

US$2.1 million

0.5%

US$0.0 million

Level 3

Nuance

Private

<1%

US$1.8 million

0.4%

US$0.0 million

Level 3

Numab

Private

<1%

US$1.7 million

0.4%

US$0.0 million

Level 3

Neurogastrx

Private

<1%

US$1.6 million

0.4%

US$0.0 million

Level 3

Ventyx

Private

<1%

US$1.5 million

0.4%

US$0.0 million

Level 3

Athira

Public

<1%

US$1.3 million

0.3%

-US$5.2 million

Level 1

Artiva

Private

<1%

US$0.9 million

0.2%

US$0.0 million

Level 3

Yarrow

Private

<5%

US$0.2 million

0.0%

US$0.0 million

Level 3

Prometheus Labs

Private

<1%

US$0.1 million

0.0%

US$0.0 million

Level 3

 

*Valuations for Private Portfolio Companies on a fair market value basis as of 30 June 2021. The valuations of Rocket, Avidity, iTeos, Athira, C4 Therapeutics, Milestone, Pulmonx, Tarsus, Landos, Immunocore, Prometheus Biosciences, Biomea, Monte Rosa and GH Research have been calculated using their market capitalization as at the Latest Practicable Date. **In accordance with the Company's valuation policy, the Company applies a discount to its investments in Private Portfolio Companies which become Public Portfolio Companies that are subject to customary post-IPO lock-up provisions. ^Also includes Level 1 securities purchased at or after portfolio company IPO.

 

During the period ended 30 June 2021, two members and one employee of the Investment Manager served on the board of directors of Rocket and one member and four employees served on the board of directors of Avidity, Landos, Ji Xing, NiKang, Visus, Pyxis, Alcyone, and RTW Royalty #1 and #2, which in aggregate represented 42.5% of NAV of the Company.

 

Migration to the Main Market of the London Stock Exchange

 

We are pleased to report that RTW Venture Fund was admitted to the Premium Segment of the Main Market on 6 August 2021 and introduced an additional market quote denominated in GBP under ticker "RTWG" To satisfy the diversification requirements that we agreed with the UK Listing Authority we reduced our position in Rocket and brought it under 25% of NAV, while adding to the position in our private fund making RTW overall a net-buyer of the security. To note, the sale of Rocket shares to reduce the position did not result in any crystalized losses.

 

We believe the Premium Segment of the Main Market is the most appropriate platform for the continued growth of the Company. We look forward to continuing to advance our presence in the UK and are honoured to bring access to private markets and bespoke negotiated opportunities to an even broader investor base now being listed on the Premium Segment. We also believe that by maintaining a strong presence and providing much needed capital to late-stage venture companies, we are doing our part in fostering a stable and well capitalized investment ecosystem, which we believe will in turn benefit UK companies and support further innovation.

 

Summary of Portfolio Companies with at least 1% position of NAV as of 30 June 2021:

 

As of 30 June 2021, the Company's portfolio included 34 companies, ranging from biotechnology companies developing preclinical to clinical-stage therapeutic programs, companies developing traditional small molecule pharmaceuticals, and med-tech companies developing or commercializing transformative devices. We selected the Company's portfolio companies based upon our rigorous assessment of scientific and commercial potential, opportunities to positively impact value, and with regard to the valuation of the assets at the time of investment. The table below includes portfolio companies that have ≥1% position size as end of the reporting period.

 

Table 5. RTW Venture Fund portfolio summary (core portfolio holdings >1% of NAV) as of 30 June 2021

Portfolio Company

Description

Public/ Private

Clinical stage

Expected upcoming catalyst

% NAV

Rocket

Gene therapy platform company for rare pediatric diseases. Five clinical programs for Fanconi anemia, Danon, LAD, PKD and IMO.

Public: "RCKT"

Phase 2

Update Q4 2021

24.6%

Avidity

Antibody conjugated RNA medicines company. Lead program for myotonic dystrophy, a degenerative disease with no therapy.

Public: "RNA"

Preclinical

File IND in 2021

3.7%

Landos

Developer of oral therapies for autoimmune disease.

Lead program for inflammatory bowel disease.

Public**: "LABP"

Phase 2 / 3

-

3.4%

Prometheus Biosciences

Precision medicine company focused on IBD, a chronic inflammatory disease of GI tract; lead antibody program against TL1A.

Public**: "RXDX"

Phase 1

Q4 2021

3.0%

Ji Xing

NewCo focused on acquiring rights from innovative therapies
in the West for development and commercialization in China.

Private

Phase 1

 

2.9%

Immunocore

T-cell receptor therapy company focused on oncology
and infectious disease. Lead program for uveal melanoma.

Public**: "IMCR"

Phase 3

Submit BLA in Q3 2021

2.9%

RTW Royalty #2

Royalty as a part of RTW-Urogen deal

Private

-

-

2.8%

C4 Therapeutics

Targeted protein degradation company working on
blood cancers.

Public: "CCCC"

Phase 1

2022

2.7%

RTW Royalty #1

Royalty as a part of RTW-Ji Xing-Cytokinetics deal

Private

-

-

2.1%

Tarsus

Clinical stage biotech developing first-in-class therapeutics

for ophthalmic conditions.

Public: "TARS"

Phase 3

-

1.6%

GH Research

Clinical stage biotech developing therapies to manage mental disease

Public**: "GHRS"

Phase 2

 

1.4%

Beta Bionics

Closed-loop pancreatic system for automated

and autonomous delivery of insulin.

Private

Pivotal

-

1.3%

NiKang

Biotech using a structure-based design to develop innovative small molecules against promising molecular targets in oncology

Private

Preclinical

 

1.1%

Tenaya

Biotech developing therapies that can address the underlying cause of heart disease; lead asset gene therapy for HCM

Private

Preclinical

-

1.0%

Aggregate of <1% core portfolio companies include: Milestone, Encoded, Alcyone, Athira, iTeos, Pyxis, Pulmonx, Biomea, Orchestra, Visus, Inivata, Nuance, Numab, Ancora, Monte Rosa, Artiva, Ventyx, RTW NewCo, Prometheus Labs, Neurogastrx, Umoja

10.5%

 

Sector review and 2021 outlook

 

This Spring's Russell 2000 Biotech Index selloff of -35% now ranks 4th historically, behind the bursting of the genomics bubble in Spring 2000 -59%, drug pricing entering center stage Fall 2015 -48%, and the short-lived COVID Spring 2020 selloff -38%. In the past, corrections of this magnitude have been followed by recoveries.

 

This has been met with a level of uncertainty in the biotech space that tempered the excitement around the sector from generalist investors. There were a number of disappointing clinical trial results, a handful of FDA rejections, and the FDA Commissioner post remains unfilled. The FTC's plan to broaden the definition of anti-trust for pharma deals, rising interest rates, and finally the re-introduction of drug pricing as a potential source of funding for Infrastructure spending added top-down uncertainty, which did the most to escalate the fear in March.

 

Most of the above items, while worth mentioning, don't pose meaningful risks to the prospects for innovation. While it may take several months to resolve the uncertainties around the FDA Commissioner post, the FTC broadening their anti-trust definition and the infrastructure bill funding reconciliation, the likely outcomes should be relatively benign, and we would just reiterate that innovation continues to accelerate.

 

The FDA approval of Biogen's Aduhelm, after an advisory panel voted an overwhelming 8-to-1 against the drug providing proof of effectiveness, is perhaps the most high-profile pro-innovation decision we have ever seen the Agency make. This also came from the neurology division, a historically conservative group. The value recognition will undoubtably spur further innovation for Alzheimer's Disease, and likely extend to other neurologic unmet needs.

 

Another landmark moment was Intellia's report of human proof-of-concept data for in vivo gene editing, one of the most highly anticipated data readouts for a new modality. We would characterize in vivo gene editing as the technology that has captured the interest of the popular media and tech crowd. This data represents a significant win for non-specialist interest in the sector.

 

All of this volatility has brought us back to not far from where the year began. The small-cap heavy Russell 2000 Biotech Index is now -4.5% YTD and large cap heavy Nasdaq Biotech Index +8.2%. We view this current valuation disparity between small to mid-cap and large-cap biotech companies as an opportunity to invest in innovative companies in the sector that are trading at attractive valuations. Public valuations are modestly above the long-term average, on a Price to Sales basis, the Nasdaq Biotech Index trades at 8.2x, which is above the long-term median of 6.6x, and we think combined with booming innovation offers a favourable market backdrop as we enter the second half of 2021. On the private side, biotech IPO's have poorly performed this year, with less than 40% trading above IPO price, and the group up a modest +4%. We will see if this translates to any downward pressure to private valuations in the months to come. Despite this, our emphasis on quality has helped our portfolio IPOs (Landos, Immunocore, Prometheus Biosciences, Biomea Fusion, GH Research and Monte Rosa) to average +12.5% YTD as of 30 June 2021.

 

Executing on our strategy. We are scientists and entrepreneurs who aspire to change the lives of patients through innovation, and purposeful investing is at the heart of everything we do. We power breakthrough therapies that transform the lives of millions. Maximizing value realization from transformative products takes time, and we believe it is critical to be involved and invested in such companies throughout various stages of their development and ultimately distribution to patients. In the instances where our research leads us to find that a company doesn't exist, we have the capability, human power, and funding to create a company de novo to advance an asset we believe is worth building a business architecture around. As a full life-cycle investor, we recognize the importance of providing growth capital along with the support of an experienced team, if and when it is needed, at any critical inflection point in an asset's life cycle. Scientific development rarely follows a linear path and nor do we, which is why we are always thinking about the optimal way to support a company. This can be achieved through providing growth capital, creative financing solutions, capital markets expertise, or guidance through investing our time and sharing our collective experience as directors and stewards of tomorrow's most exciting and disruptive companies.

 

Taking a long-term full lifecycle approach and having a true evergreen structure enables us to avoid pitfalls of structural constraints of venture-only or public-only vehicles. Our focus is on becoming the best investors and company builders we can be, delivering exceptional results to shareholders and making an impact on patients' lives.

 

As we look ahead to the remainder of 2021 and beyond, based on the breadth of opportunities we have been seeing and continue to see, we expect our efforts will translate into further capital commitments. The last 18 months have been very active, as we have added fifteen new companies in 2020 and thirteen in the H1 2021 to the Company's growing portfolio, and we foresee continuing with a similar investing pace for the rest of the year.

 

Primary areas of focus remain in genetic medicines, small molecule, antibody and next generation antibody therapies, rare diseases, targeted oncology, and medical technologies. We are excited by advancements we are witnessing in neurology, ophthalmology, immunology, muscular dystrophies, and cardiovascular and pulmonary diseases.

 

We have always emphasized the important point that exciting innovation is taking place globally. Building upon our strong reputation in the U.S., we aim to strengthen our presence with new offices in London and Shanghai to further expand our presence and grow roots in these two strategic geographies. We are as keen on exploring scientific programs coming out of the UK and Europe as we are for those discovered and developed in the U.S. labs. We intend to continue to build inroads and have been actively cultivating deeper relationships in the UK. We also see emerging opportunities in China and anticipate spending more time exploring the region.

 

We believe there is a significant demand for reliable capital providers, such as ourselves, to continue to support scientific innovation and development of transformative therapies for patients. With that in mind, we intend to grow the Company's portfolio, by attracting new shareholders to assist in the financing of an exciting pipeline of new ideas. We expect the split to remain close to 80% biopharmaceutical assets and 20% across medical technology assets. In line with prior prospectus guidance, we anticipate two-thirds of the investments will be made in mid to later stage venture companies and one-third of the investments focused on active company building around the discovery and development or licensing and distribution of promising assets.

 

Key Portfolio Company Events Post Period End

 

On 29 July 2021, Tenaya announced pricing of its US$180 million IPO, by offering 12 million shares at US$15.00 per share. The shares began trading on Nasdaq Global Market on 30 July 2021 under ticker "TNYA". Since IPO Tenaya shares have traded up 66% as of 08 September 2021.

 

The Company's investments in Tenaya remains under 180-day lock-up provision.

 

Between July and September 2021, the Company added three portfolio companies:

Artios Pharma, a UK-based privately held oncology company, InBrace, a medical technology company pioneering SmartwireTM, a behind-the-teeth teeth straightening approach, and Lycia Therapeutics, a biotechnology company developing extracellular protein degraders.

 

RTW Investments, LP

15 September 2021

 

 

Statement of Principal Risks and Uncertainties for the Remaining Six Months of the year to 31 December 2021

 

As described in the Company's annual financial statements for the year ended 31 December 2020, the Company's principal risks and uncertainties include the following:

-     Failure to achieve investment objective;

-     Counterparty risk;

-     The Investment Manager relies on key personnel;

-     Portfolio companies may be subject to litigation;

-     Exposure to global political and economic risks;

-     Clinical development and regulatory risks;

-     Imposition of pricing controls for clinical products and services; and

-     COVID-19.

 

The Board believes that these risks are unchanged in respect of the remaining six months of the year to 31 December 2021.

 

Further information in relation to these principal risks and uncertainties may be found on page 41 of the Company's annual report and audited financial statements for the year ended 31 December 2020.

 

These inherent risks associated with investments in the biotech and pharmaceutical sector could result in a material adverse effect on the Company's performance and value of the Ordinary Shares.

 

Risks are mitigated and managed by the Board through continual review, policy setting and regular reviews of the Company's risk matrix by the Audit Committee to ensure that procedures are in place with the intention of minimising the impact of the above-mentioned risks. The Board carried out a formal review of the risk matrix at the Audit Committee meeting held on 22 June 2021. The Board relies on periodic reports provided by the Investment Manager and Administrator regarding risks that the Company faces. When required, experts will be employed to gather information, including tax advisers and legal advisers.

 

 

 

Statement of Directors' Responsibilities

 

The Directors confirm to the best of their knowledge that:

-     the unaudited interim financial statements have been prepared in conformity with US generally accepted accounting principles; and

-     the interim management report (which includes the Chairman's Statement, Report of the Investment Manager and Statement of Principal Risks and Uncertainties) together with the unaudited interim financial statements include a fair review of the information required by:

a.  DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the unaudited interim financial statements; and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

b.  DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place during the first six months of the financial year and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions described in the last annual report that could do so.

 

By order of the Board

 

William Simpson

Chairman

15 September 2021

Paul Le Page

Director

15 September 2021

 

 

INDEPENDENT REVIEW REPORT TO

RTW VENTURE FUND LIMITED

 

Conclusion

We have been engaged by RTW Venture Fund Limited (the "Company") to review the financial statements in the half-yearly financial report for the six months ended 30 June 2021 of the Company which comprises the unaudited interim statement of assets and liabilities including the unaudited interim condensed schedule of investments, the unaudited interim statements of operations, changes in net assets and cash flows and the related explanatory notes.

Based on our review, nothing has come to our attention that causes us to believe that the financial statements for the six months ended 30 June 2021 do not give a true and fair view of the financial position of the Company as at 30 June 2021 and of its financial performance and its cash flows for the six month period then ended in conformity with U.S. generally accepted accounting principles and the Disclosure Guidance and Transparency Rules (the "DTR") of the UK's Financial Conduct Authority (the "UK FCA").

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. We read the other information contained in the half-yearly financial report and consider whether it contains any apparent misstatements or material inconsistencies with the information in the financial statements.

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.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FCA.

The financial statements included in this half-yearly financial report have been prepared in conformity with U.S. generally accepted accounting principles.

Our responsibility

Our responsibility is to express to the Company a conclusion on the financial statements in the half-yearly financial report based on our review.

The purpose of our review work and to whom we owe our responsibilities

This report is made solely to the Company in accordance with the terms of our engagement letter to assist the Company in meeting the requirements of the DTR of the UK FCA. Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this 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 reached.

 

Dermot Dempsey        
for and on behalf of KPMG Channel Islands Limited  
Chartered Accountants, Guernsey     

15 September 2021

 

 

Unaudited Interim Statement of Assets and Liabilities

as at 30 June 2021 and 31 December 2020

(Expressed in United States Dollars)

 

 

 

 

30 June 2021

 

31 December 2020

 

 

 

 

(unaudited)

 

(audited)

 

 

 

 

US$

 

US$

 

 

 

 

 

 

 

ASSETS:

 

 

 

 

 

 

Investments in securities, at fair value (cost at 30 June 2021: US$235,168,434; cost at 31 December 2020: US$151,961,275)

 

 

 

424,289,255

 

390,790,635

Derivative contracts, at fair value (cost at 30 June 2021: US$2,348,466; cost at 31 December 2020: US$1,763,991)

 

 

 

9,843,722

 

4,713,942

Cash and cash equivalents

 

 

 

18,013,748

 

4,553,481

Due from brokers

 

 

 

11,937,369

 

20,032,971

Receivable from unsettled trades

 

 

 

2,536,462

 

685,498

Other assets

 

 

 

55,709

 

124,575

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

466,676,265

 

420,901,102

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

Securities sold short, at fair value (proceeds at 30 June 2021: US$9,595,504; proceeds at 31 December 2020: US$4,986,163)

 

 

 

11,179,151

 

6,672,359

Derivative contracts, at fair value (proceeds at 30 June 2021: US$nil; proceeds at 31 December 2020: US$6,903)

 

 

 

6,831,980

 

579,782

Due to brokers

 

 

 

19,216,624

 

361,032

Accrued expenses

 

 

 

1,157,667

 

530,070

Payable for unsettled trades

 

 

 

2,357,934

 

145,930

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

 

40,743,356

 

8,289,173

 

 

 

 

 

 

 

TOTAL NET ASSETS

 

 

 

425,932,909

 

412,611,929

 

 

 

 

 

 

 

NET ASSETS attributable to Ordinary Shares (shares at 30 June 2021: 208,379,757; shares at 31 December 2020: 191,515,735)

 

 

 

397,211,032

 

375,281,126

 

 

 

 

 

 

 

NET ASSETS attributable to Performance Allocation Shares (shares at 30 June 2021: 1; shares at 31 December 2020: 1)

 

 

 

28,721,877

 

37,330,803

 

 

 

 

 

 

 

 

NAV per Ordinary Share

 

 

 

1.9062

 

1.9595

 

The unaudited interim financial statements of the Company were approved and authorised for issue by the Board of Directors on 15 September 2021 and signed on its behalf by:

 

William Simpson                                               Paul Le Page

Chairman                                                        Director

 

See accompanying notes to the unaudited interim financial statements.

 

Unaudited Interim Condensed Schedule of Investments

as at 30 June 2021

(Expressed in United States Dollars)

 

 

 

 

 

 

 

 

 

Descriptions

Number of Shares

 

Cost

US$

 

Fair Value US$

 

Percentage of Net Assets

%

 

 

 

 

 

 

 

 

 

 

 

Investments in securities, at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stocks

 

 

 

 

 

 

 

 

 

United States

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

 

 

 

 

 

Rocket Pharmaceuticals, Inc.

2,364,728

 

6,223,376

 

104,733,803

 

24.59

 

 

Others*

 

 

117,628,742

 

195,770,132

 

45.96

 

 

Materials

 

 

45,415

 

58,615

 

0.01

 

 

Total United States

 

 

123,897,533

 

300,562,550

 

70.56

 

 

 

 

 

 

 

 

 

 

 

 

Ireland

 

 

 

 

 

 

 

 

 

Healthcare

 

 

13,199,029

 

13,653,639

 

3.21

 

 

 

 

 

 

 

 

 

 

 

 

United Kingdom

 

 

 

 

 

 

 

 

 

Healthcare

 

 

6,511,976

 

12,331,071

 

2.90

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

 

 

 

 

 

 

 

 

Healthcare

 

 

5,338,116

 

3,599,419

 

0.85

 

 

 

 

 

 

 

 

 

 

 

 

Netherlands

 

 

 

 

 

 

 

 

 

Healthcare

 

 

1,953,548

 

2,307,161

 

0.54

 

 

 

 

 

 

 

 

 

 

 

 

Cayman Islands

 

 

 

 

 

 

 

 

 

Healthcare

 

 

849,893

 

961,841

 

0.22

 

 

 

 

 

 

 

 

 

 

 

 

British Virgin Islands

 

 

 

 

 

 

 

 

 

Healthcare

 

 

226,450

 

890,431

 

0.20

 

 

 

 

 

 

 

 

 

 

 

Total common stocks

 

 

151,976,545

 

334,306,112

 

78.48

 

 

 

 

 

 

 

 

 

 

 

Convertible preferred stocks

 

 

 

 

 

 

 

 

 

United States

 

 

 

 

 

 

 

 

 

Healthcare*

 

 

42,796,355

 

45,243,482

 

10.62

 

 

 

 

 

 

 

 

 

 

 

 

Cayman Islands

 

 

 

 

 

 

 

 

 

Healthcare

 

 

6,862,515

 

8,242,037

 

1.94

 

 

 

 

 

 

 

 

 

 

 

 

Switzerland

 

 

 

 

 

 

 

 

 

Healthcare

 

 

1,704,186

 

1,669,467

 

0.39

 

 

 

 

 

 

 

 

 

 

 

 

Ireland

 

 

 

 

 

 

 

 

 

Healthcare

 

 

116,545

 

110,628

 

0.03

 

 

 

 

 

 

 

 

 

 

 

Total convertible preferred stocks

 

 

51,479,601

 

55,265,614

 

12.98

 

 

 

 

 

 

 

 

 

 

 

* No individual investment security or contract constitutes greater than 5 percent of net assets.

 

 

                     

See accompanying notes to the unaudited interim financial statements.

 

 

 

Unaudited Interim Condensed Schedule of Investments (continued)

as at 30 June 2021

(Expressed in United States Dollars)

 

 

 

 

 

 

 

 

 

Descriptions

Number of Shares

 

Cost

US$

 

Fair Value

US$

 

Percentage of Net Assets

%

 

 

 

 

 

 

 

 

Investments in securities, at fair value

 

 

 

 

 

 

(continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange traded funds

 

 

 

 

 

 

 

 

United States

 

 

 

 

 

 

 

 

Index

 

 

 

 

 

 

 

 

SPDR S&P 500 ETF TRUST

72,843

 

28,157,971

 

31,181,175

 

7.32

 

 

 

 

 

 

 

 

 

 

Total exchange traded funds

 

 

28,157,971

 

31,181,175

 

7.32

 

 

 

 

 

 

 

 

 

 

American depository receipts

 

 

 

 

 

 

 

 

 

Cayman Islands

 

 

 

 

 

 

 

 

 

Healthcare

 

 

1,277,619

 

1,160,607

 

0.27

 

 

 

 

 

 

 

 

 

 

 

 

Ireland

 

 

 

 

 

 

 

 

 

Healthcare

 

 

893,338

 

903,819

 

0.21

 

 

 

 

 

 

 

 

 

 

 

 

Sweden

 

 

 

 

 

 

 

 

 

Healthcare

 

 

891,471

 

870,895

 

0.20

 

 

 

 

 

 

 

 

 

 

 

 

Israel

 

 

 

 

 

 

 

 

 

Healthcare

 

 

491,889

 

601,033

 

0.15

 

 

 

 

 

 

 

 

 

 

 

Total American depository receipts

 

 

3,554,317

 

3,536,354

 

0.83

 

 

 

 

 

 

 

 

 

 

 

Total investments in securities, at fair value

 

235,168,434

 

424,289,255

 

99.61

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the unaudited interim financial statements.

Unaudited Interim Condensed Schedule of Investments (continued)

as at 30 June 2021

(Expressed in United States Dollars)

 

 

 

 

 

 

 

 

 

Descriptions

 

 

Cost

US$

 

Fair Value

US$

 

Percentage of Net Assets

%

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts - assets, at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity swaps

 

 

 

 

 

 

 

 

 

United States

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

 

3,687,473

 

0.86

 

 

 

 

 

 

 

 

 

 

 

 

 

British Virgin Islands

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

 

3,092,469

 

0.72

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

 

28,327

 

0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

Israel

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

 

23,917

 

0.01

 

 

 

 

 

 

 

 

 

 

 

 

Total equity swaps

 

 

 

 

 

6,832,186

 

1.60

 

 

 

 

 

 

 

 

 

 

 

Warrants

 

 

 

 

 

 

 

 

 

 

Canada

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

1,939,543

 

2,570,696

 

0.60

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

408,324

 

440,191

 

0.11

 

 

 

 

 

 

 

 

 

 

 

 

 

Cayman Islands

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

599

 

649

 

0.00

 

 

 

 

 

 

 

 

 

 

 

 

Total warrants

 

 

 

2,348,466

 

3,011,536

 

0.71

 

 

 

 

 

 

 

 

 

 

 

 

Total derivative contracts - assets, at fair value

 

2,348,466

 

9,843,722

 

2.31

 

 

 

 

 

 

 

 

 

 

 

 

                       

See accompanying notes to the unaudited interim financial statements.

Unaudited Interim Condensed Schedule of Investments (continued)

as at 30 June 2021

(Expressed in United States Dollars)

 

 

 

 

 

 

 

 

 

 

Descriptions

 

 

 

Proceeds US$

 

Fair Value

US$

 

Percentage of Net Assets

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities sold short, at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stocks

 

 

 

 

 

 

 

 

 

 

United States

 

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

9,009,737

 

10,562,803

 

2.48

 

 

Materials

 

 

 

 

56,309

 

58,615

 

0.01

 

 

Total United States

 

 

 

 

9,066,046

 

10,621,418

 

2.49

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Netherlands

 

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

278,805

 

280,382

 

0.07

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

58,823

 

62,299

 

0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

Total common stocks

 

 

 

 

9,403,674

 

10,964,099

 

2.57

 

 

 

 

 

 

 

 

 

 

 

 

 

American depository receipts

 

 

 

 

 

 

 

 

 

 

 

Israel

 

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

168,362

 

192,309

 

0.04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cayman Islands

 

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

23,468

 

22,743

 

0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

Total American depository receipts

 

 

 

191,830

 

215,052

 

0.05

 

 

 

 

 

 

 

 

 

 

 

 

 

Total securities sold short, at fair value

 

 

9,595,504

 

11,179,151

 

2.62

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Descriptions

 

 

 

Fair Value

US$

 

Percentage of Net Assets

%

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts - liabilities, at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity swaps

 

 

 

 

 

 

 

 

United States

 

 

 

 

 

 

 

 

 

Healthcare                                

 

 

 

 

6,796,603

 

1.59

 

 

 

 

 

 

 

 

 

 

 

 

Ireland

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

29,949

 

0.01

 

 

 

 

 

 

 

 

 

 

 

 

Israel

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

5,428

 

0.00

 

 

 

 

 

 

 

 

 

 

 

Total derivative contracts - liabilities, at fair value

 

6,831,980

 

1.60

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the unaudited interim financial statements.

Audited Condensed Schedule of Investments

as at 31 December 2020

(Expressed in United States Dollars)

 

 

 

 

 

 

 

 

 

 

Descriptions

Number of Shares

 

Cost

US$

 

Fair Value

US$

 

Percentage of Net Assets

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in securities, at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stocks

 

 

 

 

 

 

 

 

 

 

United States

 

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

 

 

 

 

 

 

 

Rocket Pharmaceuticals, Inc.

 

3,089,728

 

8,131,396

 

169,440,683

 

41.07

 

 

Others*

 

 

 

97,062,100

 

176,270,298

 

42.72

 

 

Total United States

 

 

 

 

105,193,496

 

345,710,981

 

83.79

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

3,891,345

 

2,360,037

 

0.57

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Netherlands

 

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

2,011,065

 

1,695,645

 

0.41

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cayman Islands

 

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

749,216

 

938,398

 

0.23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

British Virgin Islands

 

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

226,450

 

383,740

 

0.09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

China

 

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

7,325

 

13,224

 

0.00

 

 

 

 

 

 

 

 

 

 

 

 

 

Total common stocks

 

 

 

 

112,078,897

 

351,102,025

 

85.09

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible preferred stocks

 

 

 

 

 

 

 

 

 

 

 

United States

 

 

 

 

 

 

 

 

 

 

 

Healthcare*

 

 

 

 

23,972,095

 

23,591,822

 

5.72

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United Kingdom

 

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

7,402,614

 

7,707,415

 

1.87

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cayman Islands

 

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

6,862,515

 

6,862,515

 

1.66

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ireland

 

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

116,545

 

109,806

 

0.03

 

 

 

 

 

 

 

 

 

 

 

 

 

Total convertible preferred stocks

 

 

 

38,353,769

 

38,271,558

 

9.28

 

 

 

 

 

 

 

 

 

 

 

 

 

*No individual investment security or contract constitutes greater than 5 percent of net assets.

 

See accompanying notes to the unaudited interim financial statements.

 

Audited Condensed Schedule of Investments (continued)

as at 31 December 2020

(Expressed in United States Dollars)

 

 

 

 

 

 

 

 

 

Descriptions

 

 

Cost

 US$

 

Fair Value

US$

 

Percentage of Net Assets

%

 

 

 

 

 

 

 

 

 

 

 

Investments in securities, at fair value (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

American depository receipts

 

 

 

 

 

 

 

 

 

Ireland

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

1,093,043

 

1,004,772

 

0.24

 

 

 

 

 

 

 

 

 

 

 

Israel

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

422,828

 

394,447

 

0.10

 

 

 

 

 

 

 

 

 

 

 

 

Cayman Islands

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

12,738

 

17,833

 

0.00

 

 

 

 

 

 

 

 

 

 

 

Total American depository receipts

 

1,528,609

 

1,417,052

 

0.34

 

 

 

 

 

 

 

 

 

 

 

Total investments in securities, at fair value

 

151,961,275

 

390,790,635

 

94.71

 

 

 

 

 

 

 

 

 

 

 

 

Descriptions

 

 

Cost

 US$

 

Fair Value

US$

 

Percentage of Net Assets

%

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts - assets, at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants

 

 

 

 

 

 

 

 

 

Canada

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

1,589,508

 

2,721,084

 

0.66

 

 

 

 

 

 

 

 

 

 

 

United States

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

155,991

 

209,900

 

0.05

 

 

 

 

 

 

 

 

 

 

 

Total warrants

 

1,745,499

 

2,930,984

 

0.71

 

 

 

 

 

 

 

Equity swaps

 

 

 

 

 

 

 

United States

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

13,412

 

859,586

 

0.21

 

 

 

 

 

 

 

 

 

 

 

 

British Virgin Islands

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

3,873

 

846,117

 

0.20

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

1,207

 

77,255

 

0.02

 

 

 

 

 

 

 

 

 

 

 

Total equity swaps

 

 

 

 

18,492

 

1,782,958

 

0.43

 

 

 

 

 

 

 

 

 

 

 

Total derivative contracts - assets, at fair value

 

1,763,991

 

4,713,942

 

1.14

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the unaudited interim financial statements.

Audited Condensed Schedule of Investments (continued)

as at 31 December 2020

(Expressed in United States Dollars)

 

 

 

 

 

 

 

 

Descriptions

 

 

Proceeds

 US$

 

Fair Value

US$

 

Percentage of Net Assets

%

 

 

 

 

 

 

 

 

 

 

 

Securities sold short, at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stocks

 

 

 

 

 

 

 

 

 

United States

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

4,541,074

 

6,229,135

 

1.51

 

 

 

 

 

 

 

 

 

 

 

Netherlands

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

213,386

 

199,896

 

0.05

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

58,823

 

78,292

 

0.02

 

 

 

 

 

 

 

 

 

 

 

Total common stocks

 

4,813,283

 

6,507,323

 

1.58

 

 

 

 

 

 

 

American depository receipts

 

 

 

 

 

 

 

Israel

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

149,412

 

147,203

 

0.04

 

 

 

 

 

 

 

 

 

 

 

 

Cayman Islands

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

23,468

 

17,833

 

0.00

 

 

 

 

 

 

 

 

 

 

 

Total American depository receipts

 

 

 

 

172,880

 

165,036

 

0.04

 

 

 

 

 

 

 

 

 

 

 

Total securities sold short, at fair value

 

4,986,163

 

6,672,359

 

1.62

 

 

 

 

 

 

 

 

 

 

 

 

Descriptions

 

 

Proceeds

 US$

 

Fair Value

US$

 

Percentage of Net Assets

%

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts - liabilities, at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity swaps

 

 

 

 

 

 

 

 

 

United States

 

 

 

 

6,903

 

579,782

 

0.14

 

Healthcare      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total derivative contracts - liabilities, at fair value

 

6,903

 

579,782

 

0.14

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the unaudited interim financial statements.

Unaudited Interim Statement of Operations

For the six month periods ended 30 June 2021 and 30 June 2020

(Expressed in United States Dollars)

 

 

 

 

1 January 2021 to

 

1 January 2020 to

 

 

 

30 June 2021

(unaudited)

US$

 

30 June 2020

(unaudited)

US$

 

 

 

 

 

 

Investment income

 

 

 

 

 

Dividends (net of withholding taxes of US$60,607; 30 June 2020: US$nil)

 

 

141,416

 

86,102

Interest (net of withholding taxes of US$nil; 30 June 2020: US$nil)

 

 

3,817

 

78,364

Total investment income

 

 

145,233

 

164,466

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

Management fees

 

 

 2,429,491

 

1,247,855

Professional fees

 

 

 593,053

 

537,993

Listing fees

 

 

355,911

 

143,239

Administrative fees

 

 

168,213

 

100,443

Audit fees

 

 

 118,794

 

71,327

Directors' fees

 

 

 108,125

 

115,975

Interest

 

 

99,528

 

39,881

Research fees

 

 

 85,664

 

69,509

Other expenses

 

 

211,881

 

43,278

Total expenses

 

 

4,170,660

 

2,369,500

 

 

 

 

 

 

Net investment income/(loss)

 

 

(4,025,427)

 

(2,205,034)

 

 

 

 

 

 

Realised and change in unrealised gain/(loss) on investments, derivatives and foreign currency transactions

 

 

 

 

 

Net realised gain/(loss) on securities and foreign currency transactions

 

 

37,276,081

 

5,668,603

Net change in unrealised gain/(loss)on securities and foreign currency translation

 

 

(49,705,000)

 

7,218,828

Net realised gain/(loss) on derivative contracts

 

 

37,014

 

192,842

Net change in unrealised gain/(loss) on derivative contracts

 

 

(1,725,385)

 

(172,085)

 

 

 

 

 

 

Net realised and unrealised gain/(loss) on investments, derivatives and foreign currency transactions

 

 

(14,117,290)

 

12,908,188

 

 

 

 

 

 

Net increase/(decrease) in net assets resulting from operations

 

 

(18,142,717)

 

10,703,154

 

See accompanying notes to the unaudited interim financial statements.

Unaudited Interim Statement of Changes in Net Assets

For the six month period ended 30 June 2021

(Expressed in United States Dollars)

 

 

Ordinary Share Class Fund

US$

Performance Allocation Share Class Fund

US$

Total Shareholders' Funds

US$

 

 

 

 

Operations

 

 

 

Net investment gain/(loss)

 

(4,025,427)

 

-

 

(4,025,427)

Net realised gain/(loss) on securities and foreign currency transactions

37,276,081

-

37,276,081

Net change in unrealised gain/(loss) on securities and foreign currency translation

(49,705,000)

-

(49,705,000)

Net realised gain/(loss) on derivative contracts

37,014

-

37,014

Net change in unrealised gain/(loss) on derivative contracts

(1,725,385)

-

(1,725,385)

Performance Allocation

3,634,006

(3,634,006)

-

 

 

 

 

Net change in net assets resulting from operations

(14,508,711)

(3,634,006)

(18,142,717)

 

 

 

 

Capital transactions

 

 

 

Issuance of Ordinary Shares (net of issuance costs of US$183,148)

36,438,617

-

36,438,617

Performance Allocation distribution

-

(4,974,920)

(4,974,920)

Net change in net assets resulting from capital transactions

36,438,617

(4,974,920)

31,463,697

 

 

 

 

Net change in net assets

21,929,906

(8,608,926)

13,320,980

 

 

 

 

Net assets, beginning of period

375,281,126

37,330,803

412,611,929

 

 

 

 

Net assets, end of period

 

397,211,032

 

28,721,877

 

425,932,909

 

See accompanying notes to the unaudited interim financial statements.

 

 

 

Unaudited Interim Statement of Changes in Net Assets

For the six month period ended 30 June 2020

(Expressed in United States Dollars)

 

 

Ordinary Share Class Fund

US$

Performance Allocation Share Class Fund

US$

Total Shareholders' Funds

US$

 

 

 

 

Operations

 

 

 

Net investment gain/(loss)

  (2,205,034)

                   -

    (2,205,034)

Net realised gain/(loss) on securities and foreign currency transactions

5,668,603

-

5,668,603

Net change in unrealised gain/(loss) on securities and foreign currency translation

7,218,828

-

7,218,828

Net realised gain/(loss) on derivative contracts

192,842

-

192,842

Net change in unrealised gain/(loss) on derivative contracts

(172,085)

-

(172,085)

Performance Allocation

(6,913)

6,913

-

 

 

 

 

Net change in net assets resulting from operations

10,696,241

6,913

10,703,154

 

 

 

 

Capital transactions

 

 

 

Issuance of Ordinary Shares (net of issuance costs of US$110,306)

21,945,828

-

21,945,828

Performance Allocation distribution

-

(4,147,980)

(4,147,980)

Net change in net assets resulting from capital transactions

21,945,828

(4,147,980)

17,797,848

 

 

 

 

Net change in net assets

32,642,069

(4,141,067)

28,501,002

 

 

 

 

Net assets, beginning of period

205,695,869

8,691,106

214,386,975

 

 

 

 

Net assets, end of period

238,337,938

4,550,039

242,887,977

 

See accompanying notes to the unaudited interim financial statements.

Unaudited Interim Statement of Cash Flows

For the six month periods ended 30 June 2021 and 30 June 2020

(Expressed in United States Dollars)

 

 

 

1 January 2021 to

 

1 January 2020 to

 

 

 

30 June 2021

(unaudited)

US$

 

30 June 2020

(unaudited)

US$

Cash flows from operating activities

 

 

 

 

 

Net increase/(decrease) in net assets resulting from operations

 

 

(18,142,717)

 

10,703,154

Adjustments to reconcile net change in net assets resulting from operations to net cash used in operating activities:

 

 

 

 

 

Net realised (gain)/loss on securities and foreign currency transactions

 

 

(37,276,081)

 

(5,668,603)

Net change in unrealised (gain)/loss on securities and foreign currency translation

 

 

49,705,000

 

(7,218,828)

Net realised (gain)/loss on derivative contracts

 

 

(37,014)

 

(192,842)

Net change in unrealised (gain)/loss on derivative contracts

 

 

1,725,385

 

172,085

Purchases of investments in securities

 

 

(136,091,082)

 

(45,278,571)

Proceeds from sales of investments in securities

 

 

90,062,691

 

33,455,767

Proceeds from securities sold short

 

 

6,061,565

 

1,321,243

Payments for securities sold short

 

 

(1,453,921)

 

(57,367)

Proceeds from derivative contracts

 

 

196,652

 

401,328

Payments for derivative contracts

 

 

(762,605)

 

(231,425)

Changes in operating assets and liabilities:

 

 

 

 

 

Other assets

 

 

68,866

 

(276,993)

(Receivable from)/payable for unsettled trades

 

 

361,040

 

(258,094)

Change in due to brokers

 

 

18,855,592

 

516,239

Accrued expenses

 

 

627,597

 

(143,292)

Net cash used in operating activities (including restricted cash)

(26,099,032)

 

(12,756,199)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Net proceeds from issuance of shares

 

 

36,438,617

 

21,945,828

Performance Allocation distribution

 

 

(4,974,920)

 

(4,147,980)

Net cash provided by financing activities

 

 

31,463,697

 

17,797,848

 

 

 

 

 

 

Net change in cash and cash equivalents (including restricted cash)

 

 

5,364,665

 

5,041,649

Cash and cash equivalents (including restricted cash), beginning of the period

 

 

24,586,452

 

43,815,068

Cash and cash equivalents (including restricted cash), end of the period

 

 

29,951,117

 

48,856,717

 

At 30 June 2021, the amounts included in cash and cash equivalents (including restricted cash) include the following:

Cash and cash equivalents

 

 

18,013,748

 

13,372,436

Due from brokers

 

 

11,937,369

 

35,484,281

Total cash and cash equivalents (including restricted cash)

29,951,117

 

48,856,717

 

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

Cash paid during the period for interest

 

 

141,472

 

1,562

See accompanying notes to the unaudited interim financial statements.

 

Notes to the Unaudited Interim Financial Statements

For the six month period ended 30 June 2021

(Expressed in United States Dollars)

 

1.  Nature of operations and summary of significant accounting policies

 

RTW Venture Fund Limited (the "Company"), is a publicly listed Guernsey non-cellular company limited by shares. It was originally incorporated in the State of Delaware, United States of America, and re-domiciled into Guernsey under the Companies Law on 2 October 2019 with registration number 66847 on the Guernsey Register of Companies. On 30 October 2019, all of the issued Ordinary Shares of the Company were listed and admitted to trading on the Specialist Fund Segment of the LSE ("SFS") under ticker symbol: RTW. Furthermore, on 6 August 2021, the Company's Ordinary Shares were admitted to trading on the Premium Segment of the LSE (see Note 13).

 

The Company seeks to use equity capital (from the net proceeds of any share issuance or, where appropriate, from the net proceeds of investment divestments or other related profits) to provide seed and additional growth capital to the private investments. To mitigate cash-drag, the uninvested portion is invested across public stocks largely replicating the public stock portfolios of the Investment Manager's (as defined below) existing US-based funds. The Company focuses on creating, building, and supporting world-class life sciences, biopharmaceutical and medical technology companies. The Company's investment objective is to generate attractive risk-adjusted returns through investments in securities, both equity and debt, long and short, of companies with a focus on the pharmaceutical sector.

 

Pursuant to an investment management agreement, the Company is managed by RTW Investments, LP, a Delaware limited partnership (the "Investment Manager"). The Investment Manager is an investment adviser registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940.

 

Basis of presentation

 

The unaudited interim financial statements are expressed in United States dollars. The unaudited interim financial statements which give a true and fair view and have been prepared in conformity with US generally accepted accounting principles ("GAAP") and are in compliance with the Companies (Guernsey) Law, 2008. The Company is an investment company and follows the accounting and reporting guidance in Financial Accounting Standards Board's ("FASB") Accounting Standards Codification Topic 946, Financial Services - Investment Companies.

 

The Directors considered that it is appropriate to adopt a going concern basis of accounting in preparing the unaudited interim financial statements. In reaching this assessment, the Directors have considered a wide range of information relating to present and future conditions including the balance sheets, future projections, cash flows and the longer-term strategy of the business.

 

The Board continues to monitor the ongoing impacts of the COVID-19 pandemic and has concluded that the biggest threat to the Company with regards to this pandemic is the failure of a key service provider to maintain business continuity and resiliency while maintaining work from home and social distancing practices. The Board has assessed the measures in place by key service providers to produce business continuity and so far has not identified any significant issues that affect the Company. The financial impact of the Company has not been negatively impacted by the pandemic either. For these reasons, the Board is confident that the outbreak of COVID-19 has not impacted the going concern assessment of the Company.

 

Cash and cash equivalents (including restricted cash)

 

Cash represents cash deposits held at financial institutions. Cash equivalents include short-term highly liquid investments of sufficient credit quality that are readily convertible to known amounts of cash and have original maturities of three months or less. Cash equivalents are carried at cost plus accrued interest, which approximates fair value. Cash equivalents are held for the purpose of meeting short-term liquidity requirements, rather than for investment purposes. As at 30 June 2021 and 31 December 2020, the Company had no cash equivalents.

 

Restricted cash is subject to a legal or contractual restriction by third parties as well as a restriction as to withdrawal or use, including restrictions that require the funds to be used for a specified purpose and restrictions that limit the purpose for which the funds can be used. The Company considers cash pledged as collateral for securities sold short, cash collateral posted with counterparties for derivative contracts and further amounts due from brokers to be restricted cash, as outlined in Note 3.

 

Fair value - definition and hierarchy

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the 'exit price') in an orderly transaction between market participants at the measurement date.

 

In determining fair value, the Company uses various valuation techniques. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs are to be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company.

 

Unobservable inputs reflect the Company's assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances. The fair value hierarchy is categorised into three levels based on the inputs as follows:

 

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments are not applied to Level 1 investments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these investments does not entail a significant degree of judgement.

 

Level 2 - Valuations based on inputs, other than quoted prices included in Level 1, that are observable, either directly or indirectly.

 

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 

 

The availability of valuation techniques and observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of investment, whether the investment is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgement. Those estimated values do not necessarily represent the amounts that may be ultimately realised due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgement exercised by the Company in determining fair value is greatest for investments categorised in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.

 

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company's own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many investments. This condition could cause an investment to be reclassified to a lower level within the fair value hierarchy.

 

Fair value - valuation techniques and inputs

 

Investments in securities and securities sold short

 

Listed investments

 

The Company values investments in securities including exchange traded funds and securities sold short that are freely tradable and are listed on a national securities exchange or reported on the NASDAQ national market at their closing sales price as of the valuation date. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorised in Level 1 of the fair value hierarchy. Securities traded on inactive markets or valued by reference to similar instruments or where a discount may be applied are categorised in Level 2 or 3 of the fair value hierarchy. A discount for lack of marketability based on the 180 day restriction period under SEC Rule 144 is applied for investments that the Company purchases prior to an IPO and that subsequently begin trading on the NASDAQ national market.

 

Unlisted investments

 

Unlisted investments are valued at fair value by the Directors following a detailed review and appropriate challenge of the valuations proposed by the Investment Manager. As part of their valuation process, the Investment Manager engages an Independent Valuer to challenge their assessed fair value on certain unlisted investments. The Investment Manager's unlisted investment valuation policy applies to techniques consistent with the IPEV Guidelines.

 

The valuation techniques applied are either a market based approach or an income approach such as discounted cash flows. The IPEV Guidelines recognise that the price of a recent transaction, if resulting from an orderly transaction, generally represents fair value as at the transaction date and may be an appropriate starting point for estimating fair value at subsequent measurement dates. Consideration is given to the facts and circumstances as at the subsequent measurement date including changes in the market and/or performance of the investee company. Milestone analysis is used where appropriate to incorporate operational progress at the investee company level. In addition, a trigger event such as a subsequent round of financing by the investee company would influence the market technique used to calibrate fair value at the measurement date.

 

The market approach utilizes guideline public companies relying on projected revenues to derive an indicated enterprise value. Due to the nature of the investments, being in the early stages of development, the projected revenues are used as a proxy for stable state revenue. A selected multiple is then applied based on the observed market multiples of the guideline public companies. To reflect the risk associated with the achievement of the projected revenues, the early development stage of each of the investments and the indicated enterprise value is discounted at an appropriate rate.

 

The income approach utilizes the discounted cash flow method. Projected cash flows for each investment were discounted to determine an assumed enterprise value.

 

Where applicable, the indicated enterprise value was determined using a back-solve model based on the pricing of the most recent round of financing. The internal rate of return for each investment was compared to the selected venture capital rate applied in the market approach to assess the reasonableness of the indicated value implied by each financing round. The derived enterprise value was allocated to the equity class on either a fully diluted basis or using an option pricing model. The resulting indicated value on a per share basis is then multiplied by the number of shares to derive the fair market value.

 

American depository receipts

 

The Company values investments in American depositary receipts that are freely tradable and are listed on a national securities exchange or reported on the NASDAQ national market at their last reported sales price as of the valuation date. These investments are categorised in Level 1 of the fair value hierarchy.

 

Convertible preferred stock

 

Level 1 investments in convertible preferred stock are valued on an as-if converted or fully dilutive liquidation basis. Level 3 investments in convertible preferred stock are valued in accordance with the unlisted investments section above. As of 30 June 2021, these investments are categorised in Level 1 and Level 3 of the fair value hierarchy.

 

Equity swaps

 

Equity swaps may be centrally cleared or traded on the over-the-counter market. The fair value of equity swaps is calculated based on the terms of the contract and current market data, such as changes in fair value of the reference asset. The fair value of equity swaps is generally categorised in Level 2 of the fair value hierarchy.

 

Warrants

 

Warrants that are listed on major securities exchanges are valued at their last reported sales price as of the valuation date. The fair value of over-the-counter ("OTC") warrants is determined using the Black-Scholes option pricing model, a valuation technique that follows the income approach. This pricing model takes into account the contract terms (including maturity) as well as multiple inputs, including time value, implied volatility, equity prices, interest rates and currency rates. Warrants are categorised in all levels of the fair value hierarchy.

 

Fair value - valuation processes

 

The Company establishes valuation processes and procedures to ensure that the valuation techniques are fair and consistent, and valuation inputs are supportable. The Company designates the Investment Manager's Valuation Committee to oversee the entire valuation process of the Company's investments. The Valuation Committee comprises various members of the Investment Manager, including those separate from the Company's portfolio management and trading functions, and reports to the Board. The Valuation Committee is responsible for developing the Company's written valuation processes and procedures, conducting periodic reviews of the valuation policies, and evaluating the overall fairness and consistent application of the valuation policies.

 

The Investment Manager's Valuation Committee meets on a monthly basis or more frequently, as needed, to determine the valuations of the Company's Level 3 investments. Valuations determined by the Valuation Committee are required to be supported by market data, third-party pricing sources, industry-accepted pricing models, counterparty prices or other methods they deem to be appropriate, including the use of internal proprietary pricing models.

 

The Company periodically tests its valuations of Level 3 investments by performing back-testing. Back-testing involves the comparison of sales proceeds of those investments to the most recent fair values reported and, if necessary, uses the findings to recalibrate its valuation procedures.

 

On a regular basis, the Company engages the services of a third-party valuation firm, the Independent Valuer, to perform an independent review of the valuation of the Company's Level 3 investments and may adjust its valuations based on the recommendations from the Investment Manager's Valuation Committee.

 

Translation of foreign currency

 

Assets and liabilities denominated in foreign currencies are translated into United States dollar amounts at the period-end exchange rates. Transactions denominated in foreign currencies, including purchases and sales of investments, and income and expenses, are translated into United States dollar amounts on the transaction date. Adjustments arising from foreign currency transactions are reflected in the unaudited interim statement of operations.

 

The Company does not isolate that portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of investments held. Such fluctuations are included in net realised and change in unrealised gain/(loss) on securities, derivatives and foreign currency transactions in the unaudited interim statement of operations.

 

Reported net realised gain/(loss) from foreign currency transactions arise from sales of foreign currencies; currency gains or losses realised between the trade and settlement dates on securities transactions; and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Company's books and the United States dollar equivalent of the amounts actually received or paid.

 

Net change in unrealised gain/(loss) from foreign currency translation of assets and liabilities arises from changes in the fair values of assets and liabilities, other than investments in securities at the end of the period, resulting from changes in exchange rates.

 

Investment transactions and related investment income

 

Investment transactions are accounted for on a trade date basis. Realised gains and losses on investment transactions are determined using cost calculated on first in, first out basis. Dividends are recorded on the ex-dividend date and interest is recognised on the accrual basis. Withholding taxes on foreign dividends have been provided for in accordance with the Company's understanding of the applicable country's rules and rates.

 

Offsetting of amounts related to certain contracts

 

Amounts due from and to brokers are presented on a net basis, by counterparty, to the extent the Company has the legal right to offset the recognised amounts and intends to settle on a net basis.

 

The Company has elected not to offset fair value amounts recognised for cash collateral receivables and payables against fair value amounts recognised for derivative positions executed with the same counterparty under the same master netting arrangement. At 30 June 2021, the Company had cash collateral receivables of US$11,532,439 (31 December 2020: US$5,191,837) (see Note 3) with derivative counterparties under the same master netting arrangement.

 

Income taxes

 

The Company is exempt from taxation in Guernsey and is charged an annual exemption fee of £1,200. The Company will only be liable to tax in Guernsey in respect of income arising or accruing from a Guernsey source, other than from a relevant bank deposit. It is not anticipated that such Guernsey source taxable income will arise.

 

The Company is managed so as not to be resident in the UK for UK tax purposes and as a foreign limited partnership for US tax purposes and provides full tax reporting for its US shareholders.

 

The Company recognises tax benefits of uncertain tax positions only where the position is more likely than not to be sustained assuming examination by a tax authority based on the technical merits of the position. In evaluating whether a tax position has met the recognition threshold, the Company must presume the position will be examined by the appropriate taxing authority and that taxing authority has full knowledge of all relevant information. A tax position meeting the more likely than not recognition threshold is measured to determine the amount of benefit to recognise in the Company's unaudited interim financial statements. Income tax and related interest and penalties would be recognised as a tax expense in the unaudited interim statement of operations if the tax position was deemed to meet the more likely than not threshold.

 

The Investment Manager has analysed the Company's tax positions and has concluded no liability for unrecognised tax benefits should be recorded related to uncertain tax positions. Further, management is not aware of any tax positions for which it is reasonably possible the total amounts of unrecognised tax benefits will significantly change in the next twelve months.

 

Prior to re-domiciliation the Company did not record a provision for US federal, state, or local income taxes because the participating members reported their share of the Company's income or loss on their income tax returns. The Company files an income tax return in the US federal jurisdiction, and may have to file income tax returns in various US states and foreign jurisdictions. Generally, the Company was subject to income tax examinations by major taxing authorities for the tax period since inception. Based on its analysis, the Company determined that it had not incurred any liability for unrecognised tax benefits as of 31 December 2020 or 30 June 2021.

 

Use of estimates

 

Preparing unaudited interim financial statements in accordance with US GAAP requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities, including the fair value of investments, and disclosure of contingent assets and liabilities as of the date of the unaudited interim financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
 

New accounting pronouncements

 

There were no new accounting pronouncements required to be adopted by the Company during the period.

 

2. Fair value measurements

 

The Company's assets and liabilities recorded at fair value have been categorised based upon a fair value hierarchy as described in the Company's significant accounting policies in Note 1.

 

The following table presents information about the Company's assets and liabilities measured at fair value as of 30 June 2021:

 

 

 

Level 1

(unaudited)

US$

Level 2

(unaudited)

US$

Level 3

(unaudited)

US$

Total

(unaudited)

US$

 

 

 

 

 

Assets (at fair value)

 

 

 

 

 

 

 

 

 

 

 

Investments in securities

 

 

 

 

 

Common stocks

  
266,127,545

 46,660,647


 21,517,920

 
334,306,112

 

Convertible preferred stocks

566,816

-

54,698,798

55,265,614

 

Exchange traded funds

31,181,175

-

-

31,181,175

 

American depository receipts

3,536,354

-

-

3,536,354

 

Total investments in securities

301,411,890

46,660,647

76,216,718

424,289,255

 

 

 

 

 

 

 

Derivative contracts

 

 

 

 

 

Equity swaps

-

6,832,186

-

6,832,186

 

Warrants

62,281

2,815,272

133,983

3,011,536

 

Total derivative contracts

62,281

9,647,458

133,983

9,843,722

 

 

 
301,474,171


 56,308,105


 76,350,701

 
434,132,977

 

 

 

 

 

 

Liabilities (at fair value)

 

 

 

 

 

 

 

 

 

 

 

Securities sold short

 

 

 

 

 

Common stocks

 
  10,964,099

  
             -

   
             -

 
  10,964,099

 

American depository receipts

215,052

-

-

215,052

 

Total securities sold short

11,179,151

-

-

11,179,151

 

 

 

 

 

 

 

Derivative contracts

 

 

 

 

 

Equity swaps

-

6,831,980

-

6,831,980

 

Total derivative contracts

-

6,831,980

-

6,831,980

 

 

 
  11,179,151

 
  6,831,980

    
             -

 
  18,011,131

 

 

The following table presents information about the Company's assets and liabilities measured at fair value as of 31 December 2020:

 

 

 

Level 1

(audited)

US$

Level 2

(audited)

US$

Level 3

(audited)

US$

Total

(audited)

US$

 

 

 

 

 

Assets (at fair value)

 

 

 

 

 

 

 

 

 

 

 

Investments in securities

 

 

 

 

 

Common stocks

 307,923,358

 34,091,286

 9,087,381

 351,102,025

 

Convertible preferred stocks

109,806

-

38,161,752

38,271,558

 

American depository receipts

1,417,052

-

-

1,417,052

 

Total investments in securities

309,450,216

34,091,286

47,249,133

390,790,635

 

 

 

 

 

 

 

Derivative contracts

 

 

 

 

 

Warrants

75,917

2,721,084

133,983

2,930,984

 

Equity swaps

-

1,782,958

-

1,782,958

 

Total derivative contracts

75,917

4,504,042

133,983

4,713,942

 

 

 309,526,133

 38,595,328

 47,383,116

 395,504,577

 

 

 

 

 

 

Liabilities (at fair value)

 

 

 

 

 

 

 

 

 

 

 

Securities sold short

 

 

 

 

 

Common stocks

 6,507,323

 -

 -

 6,507,323

 

American depository receipts

165,036

-

-

165,036

 

Total securities sold short

6,672,359

-

-

6,672,359

 

 

 

 

 

 

 

Derivative contracts

 

 

 

 

 

Equity swaps

-

579,782

-

579,782

 

Total derivative contracts

-

579,782

-

579,782

 

 

 6,672,359

 579,782

 -

 7,252,141

 

Transfers between Levels 2 and 3 generally relate to whether significant relevant observable inputs are available for the fair value measurements in their entirety. See Note 1 for additional information related to the fair value hierarchy and valuation techniques and inputs. For the period ended 30 June 2021, the Company had transfers into Level 2 of US$20,330,986 from Level 3 due to conversion into publicly traded common stocks subject to an unexpired 180-day lock-up as at 30 June 2021 (31 December 2020: US$9,002,481) and transfers into Level 1 of US$nil from Level 3 due to conversion into publicly traded common stocks (31 December 2020: US$4,999,996). Transfers between levels are deemed to occur at 30 June and 31 December each year.

 

The following tables summarise the valuation techniques and significant unobservable inputs used for the Company's investments that are categorised within Level 3 of the fair value hierarchy as of 30 June 2021 and 31 December 2020:

 

 

 

Fair value at 30 June 2021

(unaudited)

US$

Valuation techniques

Significant unobservable inputs

Range of inputs

Assets (at fair value)

 

 

 

 

Investments in securities

 

 

 

 

 

Convertible preferred stocks

23,610,257

 

 

 

 

 

 

Price of recent funding rounds

n/a

n/a

 

 

 

 

 

 

 

 

20,179,087

 

 

Discounted cash flow, option pricing model

 

WACC

19%-42%

 

 

 

 

Exit revenue multiple

4x-5x

 

 

 

 

 

 

 

 

 

 

Expected volatility

40%-80%

 

 

 

 

 

 

 

 

10,909,454

Option pricing model

 

Expected volatility

45% -102%

 

 

 

 

 

 

 

Common stocks

20,511,027

 

 

 

Discounted cash flow

WACC

20%-24%

 

 

 

 

 

 

 

 

700,310

Price of recent funding rounds

n/a

n/a

 

 

 

 

 

 

 

 

306,583

Discounted cash flow, option pricing model

WACC

19%

 

 

 

 

Exit revenue multiple

 

5x

 

 

 

 

 

 

 

 

 

 

Expected volatility

70%

Total investments in securities

76,216,718

 

 

 

 

 

 

 

 

 

Derivative contracts

 

 

 

 

 

Warrants

  133,983

Pricing of recent funding rounds

n/a

n/a

 

 

 

 

 

 

 

 

-

Option pricing model

Expected volatility

45%

Total derivative contracts

  133,983

 

 

 

 

 

 

 

Fair value at 31 December 2020

(audited)

US$

Valuation techniques

Significant unobservable inputs

Range of inputs

Assets (at fair value)

 

 

 

 

Investments in securities

 

 

 

 

 

Convertible preferred stocks

20,777,728

 

 

17,384,024

 

 

 

Price of recent funding rounds

 

Discounted cash flows, option pricing model

 

n/a

 

 

WACC

 

Exit revenue multiple

 

Expected volatility

n/a

 

 

28%-42%

 

 

4x

 

50%-80%

 

 

Common stocks

8,741,068

 

 

 346,313

Price of recent funding rounds

 

Discounted cash flows, option pricing model

n/a

 

 

Expected volatility

n/a

 

 

95%

 

 

 

 

 

 

Total investments in securities

47,249,133

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

 

 

 

 

Warrants

 133,983

Price of recent funding rounds

n/a

n/a

 

 

 

 

 

 

Total derivative contracts

 133,983

 

 

 

 

The significant unobservable inputs used in the fair value measurements of Level 3 convertible preferred stocks are WACC, exit revenue multiple, and expected volatility. Increases in the WACC in isolation would result in a lower fair value for the security, and decreases vice versa. Increases in the exit multiple would result in a higher fair value of the security, and decreases vice versa. Increases in volatility could result in a higher or lower fair value for the security, and decreases vice versa.

 

 

The following table presents additional information about Level 3 assets and liabilities measured at fair value. Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, the unrealised gains and losses for assets and liabilities within the Level 3 category may include changes in fair value that were attributable to both observable and unobservable inputs.

 

Changes in Level 3 assets and liabilities measured at fair value for the period ended 30 June 2021 were as follows:

 

 

 

Balance beginning 1 January 2021

(unaudited)

US$

Realised gains/ (losses)(a)

(unaudited)

US$

Change in Unrealised gains/ (losses)(a)

(unaudited)

US$

Purchases

(unaudited)

US$

Sales

(unaudited)

US$

Transfers into/(from) Level 3*

(unaudited)

US$

Ending balance 30 June 2021

(unaudited)

US$

Assets (at fair value)

 

 

 

 

 

 

 

 

Investments in securities

 

 

 

 

 

 

 

 

Convertible preferred stocks

     38,161,752

 1,454,157

3,595,452

34,149,456

(2,331,033)

 (20,330,986)

 54,698,798

 

Common stocks

       9,087,381

-

440,636

11,989,903

-

21,517,920

 

Total investments in securities

     47,249,133

 1,454,157

4,036,088

46,139,359

(2,331,033)

 (20,330,986)

 76,216,718

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

 

 

 

 

 

 

 

Warrants

          133,983

-

-

-

-

133,983

 

Total derivative contracts

          133,983

 -

-

-

-

-

133,983

 

 

 

 

 

 

 

 

 

* Conversions of preferred stock into common stock.

 

(a) Realised and unrealised gains and losses are included in net realised and change in unrealised gain/(loss) on investments, derivatives and foreign currency transactions in the unaudited interim statement of operations.

 

Changes in Level 3 assets and liabilities measured at fair value for the year ended 31 December 2020 were as follows:

 

 

 

Balance beginning 1 January 2020

(audited)

US$

Realised gains/ (losses)(a)

(audited)

US$

Change in Unrealised gains/ (losses)(a)

(audited)

US$

Purchases

(audited)

US$

Sales

(audited)

US$

Ending balance 31 December 2020

(audited)

US$

Assets (at fair value)

 

 

 

 

 

 

 

 

Investments in securities

 

 

 

 

 

 

 

 

Convertible preferred stocks

 26,064,551

                 -

 (640,023)

 28,972,718

 (3,000,004)

 (13,235,490)

 38,161,752

 

Convertible notes

-

-

-

762,640

-

(762,640)

-

 

Common stocks

-

-

125,210

8,966,519

-

9,087,381

 

Total investments in securities

 26,064,551

                 -

 (514,813)

 38,701,877

 (3,000,004)

 (14,002,478)

 47,249,133

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

 

 

 

 

 

 

 

Warrants

-

-

-

133,983

-

133,983

 

Total derivative contracts

                  -

                 -

               -

     133,983

                 -

                    -

133,983

 

 

 

 

 

 

 

 

 

* Conversions of preferred stock and convertible notes into common stock.

 

(a) Realised and unrealised gains and losses are included in net realised and change in unrealised gain/(loss) on investments, derivatives and foreign currency transactions in the unaudited interim statement of operations.

 

Changes in Level 3 unrealised gains and losses during the period for assets still held at end of period were as follows:

 

 

 

 

30 June 2021

(unaudited)

31 December 2020

(audited)

 

 

 

US$

US$

 

 

 

 

 

Convertible preferred stocks

 

 

3,595,452

(640,023)

Common stocks

 

 

440,636

125,210

Change in unrealised gains and losses during the period for assets still held at period end

 

 

4,036,088

(514,813)

 

Total realised gains and losses and unrealised gains and losses in the Company's investments in securities, derivative contracts and securities sold short are made up of the following gain and loss elements:

 

 

 

 

30 June 2021

(unaudited)

31 December 2020

(audited)

 

 

 

US$

US$

 

 

 

 

 

Realised gains

 

 

44,992,682

17,159,030

Realised losses

 

 

(7,679,587)

(11,702,288)

Net realised gain/(loss) on securities, derivative contracts and securities sold short

 

37,313,095

5,456,742

 

 

 

 

30 June 2021

(unaudited)

31 December 2020

(audited)

 

 

 

US$

US$

 

 

 

 

 

Change in unrealised gains

 

 

85,456,388

218,626,449

Change in unrealised losses

 

 

(136,886,773)

(58,476,609)

Net change in unrealised gain/(loss) on securities, derivative contracts and securities sold short

 

(51,430,385)

160,149,840

 

3.  Due to/from brokers

 

Due to/from brokers includes cash balances held with brokers and collateral on derivative transactions. Amounts due from brokers may be restricted to the extent that they serve as deposits for securities sold short or cash posted as collateral for derivative contracts.

 

At 30 June 2021, amounts included within due from brokers of US$404,930 (31 December 2020: US$14,841,134) can be used for investment. The Company pledged cash collateral to counterparties to over-the-counter derivative contracts of US$11,532,439 (31 December 2020: US$5,191,837) which is included in due from brokers. At 30 June 2021, due to brokers amounting to US$19,216,624 (31 December 2020: US$361,032) cannot be used for investment.

 

In the normal course of business, substantially all of the Company's securities transactions, money balances, and security positions are transacted with the Company's prime brokers, Goldman Sachs & Co. LLC, Cowen Financial Products, LLC, UBS AG and Bank of America Merrill Lynch. The Company is subject to credit risk to the extent any broker with which it conducts business is unable to fulfil contractual obligations on its behalf. The Company's management monitors the financial condition of such brokers and does not anticipate any losses from these counterparties.

 

4.  Derivative contracts

 

In the normal course of business, the Company utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Company's derivative activities and exposure to derivative contracts are classified by the primary underlying risk, equity price risk and foreign currency exchange rate risk. In addition to its primary underlying risk, the Company is also subject to additional counterparty risk due to the inability of its counterparties to meet the terms of their contracts.

 

Warrants

 

The Company may receive warrants from its portfolio companies upon an investment in the debt or equity of a portfolio company. The warrants provide the Company with exposure and potential gains upon equity appreciation of the portfolio company's share price.

 

The value of a warrant has two components: time value and intrinsic value. A warrant has a limited life and expires on a certain date. As time to the expiration date of a warrant approaches, the time value of a warrant will decline. In addition, if the stock underlying the warrant declines in price, the intrinsic value of an "in the money" warrant will decline. Further, if the price of the stock underlying the warrant does not exceed the strike price of the warrant on the expiration date, the warrant will expire worthless. As a result, there is the potential for the Company to lose its entire investment in a warrant.

 

The Company is exposed to counterparty risk from the potential failure of an issuer of warrants to settle its exercised warrants. The maximum risk of loss from counterparty risk to the Company is the fair value of the contracts and the purchase price of the warrants. The Company considers the effects of counterparty risk when determining the fair value of its investments in warrants.

 

Equity swap contracts

 

The Company is subject to equity price risk in the normal course of pursuing its investment objectives. The Company may enter into equity swap contracts either to manage its exposure to the market or certain sectors of the market, or to create exposure to certain equities to which it is otherwise not exposed.

 

Equity swap contracts involve the exchange by the Company and a counterparty of their respective commitments to pay or receive a net amount based on the change in the fair value of a particular security or index and a specified notional amount.

 

Volume of derivative activities

 

The Company considers the average month-end notional amounts during the period, categorised by primary underlying risk, to be representative of the volume of its derivative activities during the period ended 30 June 2021:

 

 

 

30 June 2021

(unaudited)

 

31 December 2020

(audited)

 

 

Long exposure

 

Short exposure

 

Long exposure

 

Short exposure

Primary underlying risk

 

Notional amounts

US$

 

Notional amounts

US$

 

Notional amounts

US$

 

Notional amounts

US$

Equity price

 

 

 

 

 

 

 

 

 

Equity swaps

 

 

9,801,384

 

61,267,192

 

5,756,513

 

7,117,933

Warrants(a)

 

 

4,467,934

 

-

 

1,487,443

 

-

 

 

 

14,269,318

 

61,267,192

 

7,243,956

 

7,117,933

 

(a) Notional amounts presented for warrants are based on the fair value of the underlying shares as if the warrants were exercised at each respective month end date.

 

Impact of derivatives on the unaudited interim statement of assets and liabilities and statement of operations

 

The following tables identify the fair value amounts of derivative instruments included in the unaudited interim statement of assets and liabilities as derivative contracts, categorised by primary underlying risk, at 30 June 2021 and 31 December 2020. The following table also identifies the gain and loss amounts included in the unaudited interim statement of operations as net realised gain/(loss) on derivative contracts and net change in unrealised gain/(loss) on derivative contracts, categorised by primary underlying risk, for the period ended 30 June 2021 and year ended 31 December 2020.

 

 

 

30 June 2021 (unaudited)

Primary underlying risk

 

Derivative assets

US$

 

Derivative liabilities

US$

 

Realised gain/(loss)

US$

 

Change in unrealised gain/(loss)

US$

Equity price

 

 

 

 

 

 

 

 

 

Equity swaps

 

 

6,832,186

 

6,831,980

 

34,571

 

(1,202,970)

Warrants

 

 

3,011,536

 

-

 

2,443

 

(522,415)

 

 

 

9,843,722

 

6,831,980

 

37,014

 

(1,725,385)

 

 

 

31 December 2020 (audited)

30 June 2020 (unaudited)

Primary underlying risk

 

Derivative assets

US$

 

Derivative liabilities

US$

 

Realised gain/(loss)

US$

 

Change in unrealised gain/(loss)

US$

Equity price

 

 

 

 

 

 

 

 

 

Equity swaps

 

 

1,782,958

 

579,782

 

192,842

 

(172,085)

Warrants

 

 

2,930,984

 

-

 

-

 

-

 

 

 

4,713,942

 

579,782

 

192,842

 

(172,085)

 

5. Securities lending agreements

 

The Company has entered into securities lending agreements with its prime brokers. From time to time, the prime brokers lend securities on the Company's behalf. As of 30 June 2021 and 31 December 2020, no securities were loaned and no collateral was received.

 

6. Offsetting assets and liabilities

 

The Company is required to disclose the impact of offsetting assets and liabilities represented in the unaudited interim statement of assets and liabilities to enable users of the unaudited interim financial statements to evaluate the effect or potential effect of netting arrangements on its financial position for recognised assets and liabilities. These recognised assets and liabilities are financial instruments and derivative instruments that are either subject to an enforceable master netting arrangement or similar agreement or meet the following right of setoff criteria: the amounts owed by the Company to another party are determinable, the Company has the right to offset the amounts owed with the amounts owed by the other party, the Company intends to offset and the Company's right of setoff are enforceable by law.

 

As of 30 June 2021 and 30 December 2020, the Company held financial instruments and derivative instruments that were eligible for offset in the unaudited interim statement of assets and liabilities and are subject to a master netting arrangement. The master netting arrangement allows the counterparty to net applicable collateral held on behalf of the Company against applicable liabilities or payment obligations of the Company to the counterparty. These arrangements also allow the counterparty to net any of its applicable liabilities or payment obligations they have to the Company against any collateral sent to the Company.

 

As discussed in Note 1, the Company has elected not to offset assets and liabilities in the unaudited interim statement of assets and liabilities. The following table presents the potential effect of netting arrangements for asset derivative contracts presented in the unaudited interim statement of assets and liabilities:

 

 

Description

Gross amounts of recognised assets

US$

Gross amounts offset in the unaudited interim statement of assets and liabilities

US$

Gross amounts of recognised assets

US$

30 June 2021 (unaudited)

Gross amounts not offset in the unaudited interim statement of assets and liabilities

Net amount

US$

 

Financial instruments(a) US$

 

Cash collateral received(b) US$

 

Equity swaps

 

 

 

 

 

 

 

 

 

 

Cowen Financial Products, LLC

6,566,586

-

6,566,586

 

(2,953,877)

 

-

 

3,612,709

Bank of America Merrill Lynch

510,103

-

510,103

 

(510,103)

 

-

 

-

Morgan Stanley & Co. LLC

5,529

-

5,529

 

(5,529)

 

-

 

-

 

 

7,082,218

-

7,082,218

 

(3,469,509)

 

-

 

3,612,709

 

(a) Amounts related to master netting agreements (e.g. ISDA), determined by the Company to be legally enforceable in the event of default and if certain other criteria are met in accordance with applicable offsetting accounting guidance but were not offset due to management's accounting policy election.

 

(b) Amounts related to master netting agreements and collateral agreements determined by the Company to be legally enforceable in the event of default, but certain other criteria are not met in accordance with applicable offsetting accounting guidance. The collateral amounts may exceed the related net amounts of financial assets and liabilities presented in the unaudited interim statement of assets and liabilities. If this is the case, the total amount reported is limited to the net amounts of financial assets and liabilities with that counterparty.

 

The following table presents the potential effect of netting arrangements for asset derivative contracts presented in the statement of assets and liabilities as of 31 December 2020:

 

Description

Gross amounts of recognised assets

US$

Gross amounts offset in the statement of assets and liabilities

US$

Gross amounts of recognised assets

US$

31 December 2020 (audited)

Gross amounts not offset in the statement of assets and liabilities

Net amount

US$

 

Financial instruments(a) US$

 

Cash collateral received(b) US$

 

Equity swaps

 

 

 

 

 

 

 

 

 

 

Cowen Financial Products, LLC

1,487,760

-

1,487,760

 

(296,372)

 

-

 

1,191,388

UBS AG

323,371

-

323,371

 

(60,876)

 

-

 

262,495

Bank of America Merrill Lynch

32,659

-

32,659

 

(32,659)

 

-

 

-

 

 

1,843,790

-

1,843,790

 

(389,907)

 

-

 

1,453,883

 

(a) Amounts related to master netting agreements (e.g. ISDA), determined by the Company to be legally enforceable in the event of default and if certain other criteria are met in accordance with applicable offsetting accounting guidance but were not offset due to management's accounting policy election.

 

(b) Amounts related to master netting agreements and collateral agreements determined by the Company to be legally enforceable in the event of default, but certain other criteria are not met in accordance with applicable offsetting accounting guidance. The collateral amounts may exceed the related net amounts of financial assets and liabilities presented in the unaudited interim statement of assets and liabilities. If this is the case, the total amount reported is limited to the net amounts of financial assets and liabilities with that counterparty.

 

The following table presents the potential effect of offsetting of netting arrangements for liability derivative contracts presented in the unaudited interim statement of assets and liabilities:

 

Description

Gross amounts of recognised liabilities

US$

Gross amounts offset in the unaudited interim statement of assets and liabilities

US$

Gross amounts of recognised liabilities

US$

30 June 2021 (unaudited)

Gross amounts not offset in the unaudited interim statement of assets and liabilities

Net amount

US$

 

Financial instruments(a) US$

 

Cash collateral pledged(b) US$

 

Equity swaps

 

 

 

 

 

 

 

 

 

 

Cowen Financial Products, LLC

2,953,877

-

2,953,877

 

(2,953,877)

 

-

 

-

Bank of America Merrill Lynch

3,025,341

-

3,025,341

 

(510,103)

 

(2,515,238)

 

-

UBS AG

1,054,437

-

1,054,437

 

-

 

(1,054,437)

 

-

Morgan Stanley & Co. LLC

27,151

-

27,151

 

(5,529)

 

(21,622)

 

-

Jefferies Financial Group Inc.

21,210

-

21,210

 

-

 

(21,210)

 

-

 

 

7,082,016

-

7,082,016

 

(3,469,509)

 

(3,612,507)

 

-

 

(a) Amounts related to master netting agreements (e.g. ISDA), determined by the Company to be legally enforceable in the event of default and if certain other criteria are met in accordance with applicable offsetting accounting guidance but were not offset due to management's accounting policy election.

 

(b) Amounts related to master netting agreements and collateral agreements determined by the Company to be legally enforceable in the event of default, but certain other criteria are not met in accordance with applicable offsetting accounting guidance. The collateral amounts may exceed the related net amounts of financial assets and liabilities presented in the unaudited interim statement of assets and liabilities. If this is the case, the total amount reported is limited to the net amounts of financial assets and liabilities with that counterparty.

 

 

The following table presents the potential effect of offsetting of netting arrangements for liability derivative contracts presented in the statement of assets and liabilities as of December 31, 2020:

 

Description

Gross amounts of recognised liabilities

US$

Gross amounts offset in the statement of assets and liabilities

US$

Gross amounts of recognised liabilities

US$

31 December 2020 (audited)

Gross amounts not offset in the statement of assets and liabilities

Net amount

US$

 

Financial instruments(a) US$

 

Cash collateral pledged(b) US$

 

Equity swaps

 

 

 

 

 

 

 

 

 

 

Cowen Financial Products, LLC

296,372

-

296,372

 

(296,372)

 

-

 

-

UBS AG

60,876

-

60,876

 

(60,876)

 

-

 

-

Bank of America Merrill Lynch

284,370

-

284,370

 

(32,659)

 

-

 

251,711

 

 

641,618

-

641,618

 

(389,907)

 

-

 

251,711

 

(a) Amounts related to master netting agreements (e.g. ISDA), determined by the Company to be legally enforceable in the event of default and if certain other criteria are met in accordance with applicable offsetting accounting guidance but were not offset due to management's accounting policy election.

 

(b) Amounts related to master netting agreements and collateral agreements determined by the Company to be legally enforceable in the event of default, but certain other criteria are not met in accordance with applicable offsetting accounting guidance. The collateral amounts may exceed the related net amounts of financial assets and liabilities presented in the unaudited interim statement of assets and liabilities. If this is the case, the total amount reported is limited to the net amounts of financial assets and liabilities with that counterparty.

 

7. Securities sold short

 

The Company is subject to certain inherent risks arising from its investing activities of selling securities short. The ultimate cost to the Company to acquire these securities may exceed the liability reflected in these unaudited interim financial statements.

 

8. Risk factors

 

Some underlying investments may be deemed to be a highly speculative investment and are not intended as a complete investment program. The Company is designed only for sophisticated persons who are able to bear the economic risk of the loss of their entire investment in the Company and who have a limited need for liquidity in their investment. The following risks should be carefully evaluated before making an investment in the Company:

 

Market risk

 

Certain events particular to each market in which Portfolio Companies conduct operations, as well as general economic and political conditions, may have a significant negative impact on the operations and profitability of the Company's investments and/or on the fair value of the Company's investments. Such events are beyond the Company's control, and the likelihood they may occur and the effect on the Company cannot be predicted. The Company intends to mitigate market risk generally by investing in LifeSci Companies in various geographies.

 

Portfolio Company products are subject to regulatory approvals and actions with new drugs, medical devices and procedures being subject to extensive regulatory scrutiny before approval, and approvals can be revoked.

 

The market value of the Company's holdings in public Portfolio Companies could be affected by a number of factors, including, but not limited to; a change in sentiment in the market regarding the public Portfolio Companies, the market's appetite for specific asset classes, and the financial or operational performance of the public Portfolio Companies.

 

The size of investments in public Portfolio Companies or involvement in management may trigger restrictions on buying or selling securities. Laws and regulations relating to takeovers and inside information may restrict the ability of the Company to carry out transactions, or there may be delays or disclosure requirements before transactions can be completed.

 

Equity prices and returns from investing in equity markets are sensitive to various factors, including but not limited to; expectations of future dividends and profits, economic growth, exchange rates, interest rates, and inflation.

 

Biotech/healthcare companies

 

The Portfolio Companies are biotechnology companies. Biotech companies are generally subject to greater governmental regulation than other industries at both the state and federal levels. Changes in governmental policies may have a material effect on the demand for or costs of certain products and services.

 

Any failure by a Portfolio Company to develop new technologies or to accurately evaluate the technical or commercial prospects of new technologies could result in it failing to achieve a growth in value and this could have a material adverse effect on the Company's financial condition.

 

Portfolio Companies may not successfully translate promising scientific theory into a commercially viable business opportunity. Further, the Companies' therapies in development may fail clinical trials and therefore no longer be viable.

 

Portfolio Company products are subject to intense competition and there are many factors that will affect whether the new therapies released by the Portfolio Companies gain market share against competitors and existing therapies.

 

Portfolio Companies may be newer small and mid-size LifeSci Companies. These companies may be more volatile and have less experience and fewer resources than more established companies.

 

Concentration risk

 

The Company may not make an investment or a series of investments in a Portfolio Company that result in the Company's aggregate investment in such Portfolio Company exceeding 15 per cent. of the Company's gross assets, save for Rocket for which the limit will be 30 per cent. as stated in the Company's prospectus. Each of these investment restrictions will be calculated as at the time of investment. As such, it is possible that the Company's portfolio may be concentrated at any given point in time, potentially with more than 15 per cent. of gross assets held in one Portfolio Company as Portfolio Companies increase or decrease in value following such initial investment. The Company's portfolio of investments may also lack diversification among LifeSci Companies and related investments.

 

Concentration of credit risk

 

In the normal course of business, the Company maintains its cash balances in financial institutions, which at times may exceed US federal or UK insured limits, as applicable. The Company is subject to credit risk to the extent any financial institution with which it conducts business is unable to fulfil contractual obligations on its behalf. Management monitors the financial condition of such financial institutions and does not anticipate any losses from these counterparties.

 

Counterparty risk

 

The Company invests in equity swaps and takes the risk of non-performance by the other party to the contract. This risk may include credit risk of the counterparty, the risk of settlement default, and generally, the risk of the inability of counterparties to perform with respect to transactions, whether due to insolvency, bankruptcy or other causes.

 

In an effort to mitigate such risks, the Company will attempt to limit its transactions to counterparties which are established, well capitalised and creditworthy.

 

Liquidity risk

 

Liquidity risk is the risk that the Company cannot meet its financial commitments as they fall due. The Company's unquoted investments may have limited or no secondary market liquidity so the Investment Manager maintains a sufficient balance of cash and market quoted securities which can be sold if needed to meet its commitments.

 

The Company's investments in quoted securities may also be subject to sale restrictions on listing and when the Investment Manager is subject to close periods or privy to confidential information by virtue of their active involvement in the management of portfolio companies.

 

Derivative transactions may not be liquid in all circumstances, such that in volatile markets it may not be possible to close out a position without incurring a loss. The illiquidity of the derivatives markets may be due to various factors, including congestion, disorderly markets, limitations on deliverable supplies, the participation of speculators, government regulation and intervention, and technical and operational or system failures.

 

Foreign exchange risk

 

The Company will make investments in various jurisdictions in a number of currencies and will be exposed to the risk of currency fluctuations that may materially adversely affect, amongst other things, the value of the Portfolio Company or the Company's investment in such Portfolio Company, or any distributions received from the Portfolio Company. Under its investment policy, the Company does not intend to enter into any securities or financially engineered products designed to hedge portfolio exposure or mitigate portfolio risk as a core part of its investment strategy.

 

9. Share capital

 

During the period the Company issued 16,864,022 Ordinary Shares. This can be illustrated as follows:

 

 

 

30 June 2021

(unaudited)

31 December 2020 (audited)

30 June 2020

(unaudited)

 

 

 

Number of Ordinary Shares

 

Number of    Ordinary Shares

 

Number of Ordinary Shares

 

 

 

 

 

As at 1 January

 

191,515,735

161,544,695

161,544,695

Issuance of Ordinary Shares

 

16,864,022

29,971,040

16,836,303

As at 30 June / 31 December

208,379,757

191,515,735

178,380,998

 

Ordinary Shares carry the right to receive all income of the Company attributable to the Ordinary Shares and to participate in any distribution of such income made by the Company. Such income shall be divided pari passu among the holders of Ordinary Shares in proportion to the number of Ordinary Shares held by them.

 

Ordinary Shares shall carry the right to receive notice of and attend and vote at any general meeting of the Company, and at any such meeting on a show of hands, every holder of Ordinary Shares present in person (includes present by attorney or by proxy or, in the case of a corporate member, by duly authorised corporate representative) and entitled to vote shall have one vote, and on a poll, subject to any special voting powers or restrictions, every holder of Ordinary Shares present in person or by proxy shall be entitled to one vote for each Ordinary Share, or fraction of an Ordinary Share, held.

 

The Performance Allocation Amount will be allocated to the Performance Allocation Share Class Fund. All Performance Allocation Shares are held by RTW Venture Performance, LLC. As at 30 June 2021, there is one Performance Allocation Share in issue (31 December 2020: one).

 

Performance Allocation Shares shall carry the right to receive, and participate in, any dividends or other distributions of the Company available for dividend or distribution. Performance Allocation Shares shall not be entitled to receive notice of, to attend or to vote at general meetings of the Company.

 

Management Shares shall not be entitled to receive, and participate in, any dividends or other distributions of the Company available for dividend or distribution. Management Shares shall be entitled to receive notice of, to attend or to vote at general meetings of the Company. Upon admission the Management shares of the Company were compulsorily redeemed by the Directors for nil consideration.

 

For all share classes, subject to compliance with the solvency test set out in the Companies Law, the Board may declare and pay such annual or interim dividends and distributions as appear to be justified by the position of the Company. The Board may, in relation to any dividend or distribution, direct that the dividend or distribution shall be satisfied wholly or partly by the distribution of assets, and in particular of paid up shares or reserves of any nature as approved by the Company.

 

 

10. Related party transactions

 

Management Fee

 

The Investment Manager receives a monthly management fee, in advance, as of the beginning of each month in an amount equal to 0.104% (1.25% per annum) of the net assets of the Company (the "Management Fee"). For purposes of determining the Management Fee, private investments will be valued at the fair value. The Management Fee will be prorated for any period that is less than a full month. The Management Fees charged for the period amounted to US$2,429,491 (30 June 2020: US$1,247,855) of which US$nil (31 December 2020: US$nil) was outstanding at the period end.

 

Performance Allocation

 

The Articles provide that in respect of each Performance Allocation Period, the Performance Allocation Amount shall be allocated to the Performance Allocation Share Class Fund, subject to the satisfaction of a hurdle condition.

 

The Performance Allocation Amount relating to the Performance Allocation Period is an amount equal to:

 

((A-B) x C) x 20 per cent.

where:

A          is the Adjusted Net Asset Value per Ordinary Share on the Calculation Date, adjusted by:

adding back (i) the total net Distributions (if any) per Ordinary Share (whether paid, or declared but not yet paid) during the Performance Allocation Period; and (ii) any accrual for the Performance Allocation for the current Performance Allocation Period reflected in the Net Asset Value per Ordinary Share; and deducting any accretion in the Net Asset Value per Ordinary Share resulting from either the issuance of Ordinary Shares at a premium or the repurchase or redemption of Ordinary Shares at a discount during the Performance Allocation Period;

B          is the Adjusted Net Asset Value per Ordinary Share at the start of the Performance Allocation Period; and

C         is the time weighted average number of Ordinary Shares in issue during the Performance Allocation Period.

 

The Hurdle Amount represents an 8 per cent. annualised compounded rate of return in respect of the Adjusted Net Asset Value per Ordinary Share from the start of the initial Performance Allocation Period through the then current Performance Allocation Period.

 

The Performance Allocation Share Class Fund can elect to receive the Performance Allocation Amount in Ordinary Shares; cash; or a mixture of the two, subject to a minimum 50% as Ordinary Shares. The Performance Allocation Share Class Fund entered into a letter agreement dated 21 April 2020, pursuant to which the Performance Allocation Share Class Fund agreed to defer distributions of the Company's Ordinary Shares that would otherwise be distributed to the Performance Allocation Share Class Fund no later than 30 business days after the publication of the Company's audited annual financial statements. Under that letter agreement, such Ordinary Shares shall be distributed to the Performance Allocation Share Class Fund at such time or times as determined by the Board of Directors of the Company.

 

The Company will increase or decrease the amount owed to the Performance Allocation Share Class Fund based on its investment exposure to the Company's performance had such Performance Ordinary Shares been so issued. The Performance Allocation Amount for the period ended 30 June 2021 includes the residual, undistributed Performance Allocation Amounts from prior years that were previously converted into a total of 14,228,208 Notional Ordinary Shares. These Notional Ordinary Shares are subject to market risk alongside the Ordinary Shares and incurred a mark-to-market loss of US$758,534. Additionally, there was a reallocation of the uncrystallized performance allocation back to Ordinary Shareholders of US$2,875,472 related to the Company's performance in the period. Together with the Notional Ordinary Shares mark-to-market loss of US$758,534, the total period to date performance allocation reversal is US$3,634,006, which is incorporated into the value of the 30 June 2021 Performance Allocation balance of US$28,721,877.

 

Until the Company makes a distribution of Ordinary Shares to the Performance Allocation Share Class Fund, the Company will have an unsecured discretionary obligation to make such distribution at such time or times as the Board of Directors of the Company determines. RTW Venture Performance, LLC has agreed to the deferral of the distributions of the Company's Ordinary Shares in connection with its own tax planning. The Company does not believe that the deferral of such distributions to the Performance Allocation Share Class Fund will have any negative effects on holders of the Company's Ordinary Shares.

 

The Investment Manager is a member of the Performance Allocation Share Class Fund, and will therefore receive a proportion of the Performance Allocation Amount. In May 2021, the Board approved the distribution of US$4,974,920 to the Performance Allocation Share Class Fund (30 June 2020: US$4,147,980). At the period end the Performance Allocation was US$28,721,877 (31 December 2020: US$37,330,803).

 

Non-Managing Members that made a capital contribution prior to 1 September 2019 are deemed founding members and are entitled to a one-time rebate of 50% of any Performance Allocation paid to the Performance Allocation Share Class Fund until they achieve a 25% net return on their initial investment. In May 2021, the one-time rebate was paid to the founding members and this rebate has now been discharged in full.

 

The Investment Manager is also refunded any research costs incurred on behalf of the Company.

 

One of the directors of the Company, Stephanie Sirota, is also a partner and the Chief Business Officer of the Investment Manager. The following table represents the number of related parties who served on the board of directors of investments held by the Company during the period ended 30 June 2021 and during the year ended 31 December 2020 along with the fair value of such investments:

 

Investments

Related parties

Additional board members

Fair value as of 30 June 2021

US$

Fair value as of 31 December 2020

US$

Rocket

One(a)

Two

104,733,803

169,440,684

HSAC2 Holdings II

One(a)

Two

537,002

537,002

Ji Xing

One(a)

One

12,553,621

5,437,619

RTW Holdings, LLC

One(a)

One

165,310

-

Avidity

One(a)

-

15,655,565

16,168,757

Landos

One(a)

-

14,380,481

4,342,230

Nikang

One(a)

-

4,575,299

2,681,034

RTW Royalty (#1)

-

One

8,737,163

8,206,067

Visus

-

One

2,084,260

-

Pyxis

-

One

2,735,710

-

Alcyone

-

One

3,664,857

-

RTW Royalty (#2)

-

One

11,773,864

-

 

(a)Roderick Wong

 

As at 30 June 2021, the number of Ordinary Shares held by each Director was as follows:

 

 

 

 

30 June 2021

(unaudited)

31 December 2020

(audited)

 

 

 

 

Number of Ordinary Shares

 

Number of Ordinary Shares

 

 

 

 

 

William Simpson

 

 

125,000

100,000

Paul Le Page

 

 

103,000

103,000

William Scott

 

 

100,000

100,000

Stephanie Sirota

 

 

763,004

763,004

 

William Simpson added to his holding during the period by purchasing 25,000 Ordinary Shares in the Company's share issuance programme at a premium to NAV.

 

Roderick Wong is a major shareholder and also a member of the Investment Manager, at the period end he held 27,528,773 (31 December 2020: 27,286,368) Ordinary Shares in the Company.

 

The total Directors' fees expense for the period amounted to US$108,125 (30 June 2020: US$115,975) of which US$53,725 was outstanding at 30 June 2021 (31 December 2020: US$53,136), included within accrued expenses.

 

During the year ended 31 December 2020, the Company also invested in three RTW managed entities; HSAC 2 Holdings II, LLC, Ji Xing and RTW Royalty Holdings, LLC. As of 30 June 2021, the fair value of such investments held by the Company was US$537,002, US$12,553,621 and US$8,737,163, respectively, and cost of such investments was US$537,002, US$11,083,998 and US$8,220,350 respectively.

 

11. Administrative services

 

On 1 February 2021, Elysium Fund Management Limited ("EFML") was appointed as Administrator, taking over the administration, corporate secretarial, corporate governance and compliance services from Ocorian Administration (Guernsey) Limited ("OAGL"). Further, from 1 February 2021 Morgan Stanley Fund Services USA LLC ("MSFS") was appointed to serve as the Company's Sub-Administrator.

 

During the period from 1 January 2021 to 31 January 2021, OAGL charged administration fees of US$25,045 (30 June 2020: US$100,443) and U$35,000 was outstanding at the period end (31 December 2020: US$51,947). During the period from 1 February 2021 to 30 June 2021, EFML and MSFS charged administration fees of US$46,771 and US$96,397 respectively of which US$18,128 and US$46,664 was outstanding at 30 June 2021, included within accrued expenses.

 

12. Financial highlights

 

Financial highlights for the six month period ended 30 June 2021, six month period ended 30 June 2020 and year ended 31 December 2020 are as follows:

 

 

30 June 2021

(unaudited)

30 June 2020

(unaudited)

31 December 2020

(audited)

Per Ordinary Share operating performance

 

 

 

Net Asset Value, beginning of period

US$ 1.96

US$ 1.27

US$ 1.27

Issuance of Ordinary Shares

0.01

0.01

0.02

Income from investments

 

 

 

Net investment income/(loss)

(0.02)

(0.01)

(0.03)

Net realised and unrealised gain/(loss) on investments, derivatives and foreign currency transactions

(0.04)

0.07

0.70

Total from investment operations

(0.06)

0.06

0.67

Net Asset Value, end of period

US$ 1.91

US$ 1.34

US$ 1.96

 

 

 

 

Total return

 

 

 

Total return before Performance Allocation

(5.13)%

4.93%

62.35%

Performance Allocation

2.41%

-%

(8.46)%

Total return after Performance Allocation

(2.72)%

 4.93%

 53.89%

 

 

 

 

 

 

Ratios to average net assets*

 

 

 

Expenses

 

 

1.07%

 2.30%

2.11%

Performance Allocation

 

(0.93)%

0.01%

13.56%

Expenses and Performance Allocation

0.14%

2.31%

15.67%

 

 

 

 

 

 

Net investment income/(loss)

 

 

(1.03)%

(2.14)%

(2.05)%

 

 

 

 

 

 

NAV total return for the period/year

(5.13)%

4.93%

62.35%

* Ratios are not annualised.

 

Financial highlights are calculated for Ordinary Shares. An individual shareholder's financial highlights may vary based on participation in new issues, different Performance Allocation arrangements, and the timing of capital share transactions. Total return has not been annualised. Net investment loss does not reflect the effects of the Performance Allocation.

 

13. Subsequent events

 

Following the period end, the Company issued 1,419,276 additional Ordinary Shares as part of its share issuance programme at a premium to NAV, raising US$2,683,140 net of expenses, with the issued share capital as at 15 September 2021 now 209,799,033 Ordinary Shares. Two Directors, William Simpson and William Scott, participated in this issuance by acquiring an additional 25,000 and 50,000 Ordinary Shares, respectively.

 

Following the passing of a resolution at an extraordinary general meeting of the Company held on 30 July 2021, the Company's Ordinary Shares were admitted to trading on the Premium Segment of the London Stock Exchange with effect from 6 August 2021.

 

These unaudited interim financial statements were approved by the Board of Directors and available for issuance on 15 September 2021. Subsequent events have been evaluated through this date.

Glossary unaudited

 

Defined Terms

 

"Adjusted Net Asset Value"

the NAV adjusted by deducting the unrealised gains and unrealised losses in respect of private Portfolio Companies;

 

 

"Administrator"

means Elysium Fund Management Limited;

 

 

"AIC"

the Association of Investment Companies;

 

 

"AIC Code"

the AIC Code of Corporate Governance dated February 2019;

 

 

"AIFM"

means Alternative Investment Fund Manager;

 

 

"AIFMD"

the Alternative Investment Fund Managers Directive;

 

 

"Alcyone"

Alcyone Therapeutics, Inc.;

 

 

"Ancora"

Ancora Heart, Inc.;

 

 

"Annual General Meeting" or "AGM"

the annual general meeting of the shareholders of the Company;

 

 

"Annual Report"

the Annual Report and Audited Financial Statements;

 

 

"Antibody"

a large Y-shaped blood protein that can stick to the surface of a virus, bacteria, or receptor on a cell;

 

 

"Artiva"

Artiva Biotherapeutics, Inc.;

 

 

"Athira"

Athira Pharma, Inc.;

 

 

"Antibody-Oligonucleotide Conjugates" or "AOC"

molecules that combine structures of an antibody and an oligo;

 

 

"Autoimmune diseases"

conditions, where the immune system mistakenly attacks a body tissue;

 

 

"Avidity"

Avidity Biosciences, Inc.;

 

 

"Beta Bionics"

Beta Bionics, Inc.;

 

 

"Biomea"

Biomea Fusion, Inc.;

 

 

"BLA" or "Biological License Application"

a request for permission to introduce, or deliver for introduction, a biologic product into interstate commerce;

 

 

"C4 Therapeutics" or "C4T"

C4 Therapeutics, Inc.;

 

 

"Cardiac myosin"

a target of the treatment development for a cardiovascular condition;

 

 

"Cardiovascular disease"

conditions affecting heart and vascular system;

 

 

"CD18 protein"

a protein that helps white blood cells adhere;

 

 

"Clinical stage" or "clinical trial"

a therapy in development goes through a number of clinical trials to ensure its safety and efficacy. The trials in human subjects range from Phase 1 to Phase 3. All studies done prior to clinical testing in human subjects are considered preclinical;

 

 

"Companies Law"

the Companies (Guernsey) Law, 2008 (as amended);

 

 

"Company" or "RTW Venture Fund Limited"

RTW Venture Fund Limited is a company incorporated in and controlled from Guernsey as a close-ended Investment Company. The Company has an unlimited life and is registered with the GFSC as a Registered Closed-ended Collective Investment Scheme. The registered office of the Company is 1st Floor, Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey, GY1 3JX;

 

 

"Company's Articles"

means the Company's Articles of Incorporation;

 

 

"Corporate Brokers"

being Barclays and J.P. Morgan Cazenove;

 

 

"Crohn's Disease"

a condition, in which a part(s) of digestive tract is inflamed;

 

 

"Danon Disease"

a rare genetic heart condition in children, predominantly boys;

 

 

"Directors" or "Board"

the directors of the Company as at the date of this document and "Director" means any one of them;

 

 

"DTR"

 

Disclosure Guidance and Transparency Rules of the UK's FCA;

 

 

"Encoded"

Encoded Therapeutics, Inc.;

 

 

"EU" or "European Union"

the European Union first established by the treaty made at Maastricht on 7 February 1992;

 

 

"Fanconi Anemia"

a rare genetic blood condition in young children;

 

 

"FATCA"

the Foreign Account Tax Compliance Act;

 

 

"FCA"

the Financial Conduct Authority;

 

 

"FCA Rules"

the rules or regulations issued or promulgated by the FCA from time to time and for the time being in force (as varied by any waiver or modification granted, or guidance given, by the FCA);

 

 

"FDA"

the US Food and Drug Administration;

 

 

"FRC"

the Financial Reporting Council;

 

 

"Frequency"

Frequency Therapeutics, Inc.;

 

 

"FTC"

the Federal Trade Commission;

 

 

"Gene therapy"

a biotechnology that uses gene delivery systems to treat or prevent a disease;

 

 

"Genetic Medicine"

an approach to treat or prevent a disease using gene therapy or RNA medicines;

 

 

"GFSC"

the Guernsey Financial Services Commission;

 

 

"GFSC Code"

 

the GFSC Finance Sector Code of Corporate Governance as amended June 2021;

 

 

"GH Research"

GH Research PLC;

 

 

"HCM" or "Hypertrophic cardiomyopathy"

a cardiovascular disease characterized by an abnormally thick heart muscle;

 

 

"ImmTAC®"

bi-specific biologic molecules designed to fight cancer or viral infections;

 

 

"Immunocore"

Immunocore Limited;

 

 

"Independent Valuer"

Alvarez & Marsal Valuation Services, LLC;

 

 

"Infantile Malignant Osteopetrosis" or "IMO"

a rare genetic bone disease in young children, manifesting in an increased bone density;

 

 

"Interim Report"

the Interim Financial Report;

 

 

"Investigational New Drug" or "IND"

the FDA's investigational New Drug program is the means by which a pharmaceutical company obtains permission to start human clinical trials;

 

 

"IPEV Guidelines"

the International Private Equity and Venture Capital Valuation Guidelines;

 

 

"IPO"

an initial public offering;

 

 

"IRR"

internal rate of return;

 

 

"ISDA"

International Swaps and Derivatives Association;

 

 

"iTeos"

iTeos Therapeutics, Inc.;

 

 

"Ji Xing"

Ji Xing Pharmaceuticals, formerly China New Co;

 

 

"Landos"

Landos Biopharma, Inc.;

 

 

"Latest Practicable Date"

30 June 2021, being the latest practicable date for valuing an asset for inclusion in this report;

 

 

"Lentiviral vector or "LVV"

based gene therapy - a type of viral vector used to deliver a gene;

 

 

"Leukocyte adhesion deficiency" or "LAD-I"

a rare genetic disorder of immunodeficiency in young children;

 

 

"LifeSci Companies"

companies operating in the life sciences, biopharmaceutical, or medical technology industries;

 

 

"Listing Rules"

the listing rules made under section 73A of the Financial Services and Markets Act 2000 (as set out in the FCA Handbook), as amended;

 

 

"London Stock Exchange"

London Stock Exchange plc;

 

 

"LSE"

London Stock Exchange's main market for listed securities;

 

 

"MAGE-A4"

a protein expressed on certain types of tumours;

 

 

"Medtech"

medical technology sector within healthcare;

 

 

"Menin"

a target for the treatment development in oncology;

 

 

"Milestone"

Milestone Pharmaceuticals, Inc.;

 

 

"MOC"

Multiple on capital is the ratio of realised and unrealised gains divided by the acquisition cost of an investment;

 

 

"Monte Rosa"

Monte Rosa Therapeutics, Inc.;

 

 

"Myotonic Dystrophy"

a genetic condition that affects muscle function;

 

 

"NASDAQ Biotech"

a stock market index made up of securities of NASDAQ-listed companies classified according to the Industry Classification Benchmark as either the Biotechnology or the Pharmaceutical industry;

 

 

"Net Asset Value" or "NAV"

the value of the assets of the Company less its liabilities, calculated in accordance with the valuation guidelines laid down by the Board;

 

 

"Neurogastrx"

Neurogastrx, Inc.;

 

 

"NewCo"

a new company;

 

 

"NiKang"

Nikang Therapeutics, Inc;

 

 

"Non-core portfolio assets"

investments made in public companies as a part of cash management strategy;

 

 

"Notional Ordinary Shares"

Performance Allocation Shares, in which receipt of such shares has been deferred;

 

 

"Nuance"

Nuance Pharma;

 

 

"Numab"

Numab Therapeutics, INC.;

 

 

"Official List"

the official list of the UK Listing Authority;

 

 

"Oligonucleotides" or "Oligos"

 short DNA or RNA molecules that have a wide range of applications in genetic testing and research;

 

 

"Oncology"

a therapeutic area focused on diagnosis, prevention, and treatment of cancer;

 

 

"Ophthalmic conditions"

conditions affecting the eye;

 

 

"Orchestra BioMed" or "Orchestra"

Orchestra BioMed, Inc.:

 

 

"Ordinary Shares"

the Ordinary Shares of the Company;

 

 

"Performance Allocation Amount"

an allocation connected with the performance of the Company to be allocated to the Performance Allocation Share Class Fund in such amounts and as such times as shall be determined by the Board;

 

 

"Performance Allocation Period"

the First Performance Allocation Period and/or a subsequent Performance Allocation Period, as the context so requires;

 

 

"Performance Allocation Share Class Fund"

a class fund for the Performance Allocation Shares to which the Performance Allocation will be allocated;

 

 

"Performance Allocation Shares"

performance allocation shares of no-par value in the capital of the Company;

 

 

"Performance Allocation Shareholder"

the holder of Performance Allocation Shares;

 

 

"Pilot study"

a small-scale study;

 

 

"POI Law"

The Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended;

 

 

"Portfolio Companies"

Private and public companies included into the portfolio;

 

 

"PRAME"

a cancer-testis antigen (CTA) that is highly expressed in a broad range of solid and hematologic malignancies;

 

 

"Premium Segment"

Premium Segment of the Main Market of the London Stock Exchange;

 

 

"PRIority Medicines" or "PRIME"

to be accepted for PRIME, a medicine has to show its potential to benefit patients with unmet medical needs based on early clinical data;

 

 

"Prometheus"

Prometheus Biosciences, Inc.;

 

 

"Prospectus"

the prospectus of the Company, most recently updated on 14 October 2019 and available on the Company's website (www.rtwfunds.com/venture-fund);

 

 

"Pulmonary conditions"

pathologic conditions that affect lungs;

 

 

"Pulmonx"

Pulmonx Corporation;

 

 

"Pyruvate Kinase Deficiency" or "PKD"

a rare genetic disorder affecting red blood cells;

 

 

"Pyxis"

Pyxis Oncology, Inc.;

 

 

"Rare disease"

a disease that affects a small percentage of the population;

 

 

"Registrar"

Link Market Services (Guernsey) Limited;

 

 

"RNA medicines"

a type of biotechnology that uses RNA to treat a disease;

 

 

"Rocket Pharmaceuticals" or "Rocket"

Rocket Pharmaceuticals, Inc.;

 

 

"RTW Royalty"

RTW Royalty Holding Company #1 and #2;

 

 

"Russell 2000 Biotech"

a stock index of small cap biotechnology and pharmaceutical companies;

 

 

"SEC Rule 144"

selling restricted and control securities;

 

 

"Seed Assets"

the initial portfolio of the Company, consisting of: Beta Bionics, Frequency, Immunocore, Landos, Orchestra BioMed and Rocket;

 

 

"SFS"

Specialist Fund Segment of the London Stock Exchange;

 

 

"Small molecule"

a compound that can regulate a biologic activity;

 

 

"Sensorineural hearing loss"

a type of hearing loss caused by damage to the inner ear;

 

 

"SPAC"

Special Purpose Acquisition Company;

 

 

"Tachycardia"

a heart rhythm disorder;

 

 

"Tarsus"

Tarsus, Inc.;

 

 

"Tenaya"

Tenaya Therapeutics. Inc.;

 

 

"TIGIT"

a target for a checkpoint antibody development in immune-oncology;

 

 

"TL1A"

a target for the treatment of inflammation associated with inflammatory bowel disease (IBD);

 

 

"Type 1 Diabetes" or "T1D"

a type of insulin resistance;

 

 

"Total shareholder return"

a measure of shareholders' investment in a company with reference to movements in share price and dividends paid over time;

 

 

"UK"

United Kingdom;

 

 

"UK Code"

the UK Corporate Governance Code 2018 published by the Financial Reporting Council in July 2018;

 

 

"Ulcerative Colitis"

an inflammatory bowel disease that causes sores in the digestive tract;

 

 

"Umoja"

Umoja Biopharma. Inc.;

 

 

"US"

the United States of America;

 

 

"US GAAP"

US Generally Accepted Accounting Principles;

 

 

"Uveal melanoma"

a type of eye cancer;

 

 

"Ventyx"

Ventyx Biosciences, Inc.;

 

 

"Visus"

Visus Therapeutics, inc.;

 

 

"WACC"

weighted average cost of capital;

 

 

"XIRR"

an internal rate of return calculated using irregular time intervals.

 

 

"Yarrow"

Yarrow Biotechnology, Inc.;

 

Alternative Performance Measures unaudited

 

APM

Definition

Purpose

Calculation

Cash

Cash held by the Company's Bankers, Prime Broker and an ISDA counterparty.

A measure of the Company's liquidity, working capital and investment level.

Cash and cash equivalents, Due from brokers less Due to brokers on the Statement of Assets & Liabilities.

NAV per Ordinary share

The Company's NAV divided by the number of ordinary shares.

A measure of the value of one ordinary share.

The net assets attributable to ordinary shares on the statement of financial position (US$397.2m) divided by the number of ordinary shares in issue (208,379,757) as at the calculation date.

Price per share

The Company's closing share price on the London Stock Exchange for a specified date.

A measure of the supply and demand for the Company's shares.

Extracted from the official list of the London Stock Exchange

NAV Growth

The percentage increase(decrease) in the NAV per Ordinary share during the reporting period.

A key measure of the success of the Investment Manager's investment strategy.

The quotient of the NAV per share at the end of the period (US$1.91) and the NAV per share at the beginning of the period (US$1.96) minus one expressed as a percentage.

Share price growth/Total Shareholder Return

The percentage increase(decrease) in the price per share during the reporting period.

A measure of the return that could have been obtained by holding a share over the reporting period.

The quotient of the price per share at the end of the period (US$2.05) and the price per share at the beginning of the period (US$1.88) minus one expressed as a percentage. The measure excludes transaction costs.

Share Price Premium (Discount)

The amount by which the ordinary share price is higher/lower than the NAV per ordinary share, expressed as a percentage of the NAV per ordinary share.

A key measure of supply and demand for the Company's shares. A premium implies excess demand versus supply and vice versa.

The quotient of the price per share at the end of the period (US$2.05) and the NAV per share at the end of the period (US$1.91) minus one expressed as a percentage.

Ongoing charges ratio

The recurring costs that the Company has incurred during the period excluding performance fees and one off legal and professional fees expressed as a percentage of the Company's average NAV for the period.

A measure of the minimum gross profit that the Company needs to produce to make a positive return for shareholders.

Calculated in accordance with the AIC methodology detailed on the web link below.

 

https://www.theaic.co.uk/sites/default/files/hidden-files/AICOngoingChargesCalculationMay12.pdf

 

 

 

 

 

Company Information

The Company

RTW Venture Fund Limited (the "Company") is a company that was incorporated as a limited liability corporation in the State of Delaware, United States of America on 16 February 2017, with the name "RTW Special Purpose Fund I, LLC", and re-domiciled into Guernsey under the Companies Law on 2 October 2019 with registration number 66847 on the Guernsey Register of Companies.

The Company is registered with the Guernsey Financial Services Commission ("GFSC") as a Registered Closed-ended Collective Investment Scheme and is an investment company limited by shares. The registered office of the Company is 1st Floor, Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey, GY1 3JX.

On 30 October 2019, the issued Ordinary Shares of the Company were listed and admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange. The ISIN of the Company's ordinary shares is GG00BKTRRM22 and trades under the ticker symbol "RTW".

The Company's Ordinary Shares were admitted to trading on the Premium Segment of the London Stock Exchange with effect from 6 August 2021.

Investment Objective

The Company seeks to achieve positive absolute performance and superior long-term capital appreciation, with a focus on forming, building, and supporting world-class life sciences, biopharmaceutical and medical technology companies. It intends to create a diversified portfolio of investments across a range of businesses, each pursuing the development of superior pharmacological or medical therapeutic assets to enhance the quality of life for patients and/or extend life spans.

Investment Policy

The Company will seek to achieve its investment objective by leveraging RTW Investments, LP's (the "Investment Manager") data-driven proprietary pipeline of innovative assets to invest in LifeSci Companies:

• across various geographies (globally);

• across various therapeutic categories and product types (including but not limited to genetic medicines, biologics, traditional modalities such as small molecule pharmaceuticals and antibodies, and medical devices);

• in both a passive and active capacity and intends, from time to time, to take a controlling or majority position with active involvement in a Portfolio Company to assist and influence its management. In those situations, it is expected that the Investment Manager's senior executives may serve in temporary executive capacities; and

• by participation in opportunities created by the Investment Manager's formation of companies de novo when a significant unmet need has been identified and the Company is able to build a differentiated, sustainable business to address said unmet need.

 

The Company will seek to use equity capital (from the net proceeds of any share issuance or, where appropriate, from the net proceeds of investment divestments or other related profits) to provide seed and additional growth capital to the existing Portfolio Companies and future private investments. To mitigate cash-drag, the uninvested portion will be invested across public stocks largely replicating the public stock portfolios of the Investment Manager's existing US-based funds.

While the Company expects to make direct investments into Portfolio Companies, the Company may invest in Portfolio Companies indirectly through another company or one or more investment vehicles or other structures alongside other investors.

The Company may use derivatives to optimise the risk-reward of individual positions or the portfolio as a whole.

 

Schedule of Key Service Providers

For the period ended 30 June 2021

 

Board of Directors

William Simpson (Chairman)

Paul Le Page (Chairman of Audit Committee)

William Scott

Stephanie Sirota

 

Investment Manager and AIFM

RTW Investments, LP

40 10th Avenue

Floor 7

New York

NY 10014

United States of America

 

Registered office*

1st Floor, Royal Chambers

St Julian's Avenue

St Peter Port

Guernsey

GY1 3JX

 

Administrator and Company Secretary

Elysium Fund Management Limited**

1st Floor, Royal Chambers

St Julian's Avenue

St Peter Port

Guernsey

GY1 3JX

 

Sub-Administrator

Morgan Stanley Fund Services USA LLC**

2000 Westchester Avenue, 1st Floor

Purchase

NY 10577

United States of America

 

 

Independent Valuer

Alvarez & Marsal Valuation Services LLC 600 Madison Avenue

8th Floor

New York

NY 10022

United States of America

 

Guernsey Advocates to the Company

Carey Olsen (Guernsey) LLP

Carey House

Les Banques

St Peter Port

Guernsey

GY1 4BZ

 

UK Legal Advisers to the Company

Herbert Smith Freehills LLP

Exchange House

Primrose Street

London

EC2A 2EG

 

Corporate Brokers and Financial Advisers

Barclays

5 the North Colonnade

Canary Wharf

London

E14 4BB

 

J.P. Morgan Cazenove

25 Bank Street

Canary Wharf

London

E14 5JP

 

 

Registrar

Link Market Services (Guernsey) Limited

Mont Crevelt House

Bulwer Avenue

St Sampson

Guernsey

GY2 4LH

 

Independent Auditor

KPMG Channel Islands Limited

Glategny Court

Glategny Esplanade

St Peter Port

Guernsey

GY1 1WR

 

Principal Bankers

Barclays Bank PLC, Guernsey Branch

Le Marchant House

Le Truchot

St Peter Port

Guernsey

GY1 3BE

 

Prime Broker

Goldman Sachs & Co. LLC

200 West Street

29th Floor

New York

NY 10282

United States of America

 

Identifiers:

ISIN:  GG00BKTRRM22

SEDOL: BKTRRM2

Ticker: RTW

SEDOL: BNNXVW5

Ticker: RTWG

LEI: 549300Q7EXQQH6KF7Z84

 

www.rtwfunds.com/venture-fund

*

on 1 February 2021 the registered office address of the Company changed from PO Box 286, Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 4LY

 

**

Ocorian Administratorion (Guernsey) resigned as Administrator and Company Secretary on 31 January 2021 and Elysium Fund Management Limited and Morgan Stanley Fund Services USA LLC were appointed on 1 February 2021.

 

         

 

-- ENDS --

 

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