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Syncona Limited

22 December 2021

Syncona Limited

Gyroscope Therapeutics to be acquired for up to $1.5 billion

Sale generates IRR of 55% for Syncona

22 December 2021

-- Agreement reached for Gyroscope Therapeutics to be acquired by Novartis for up to $1.5 billion (GBP1.1 billion [1] ) with an upfront cash payment of $800 million (GBP604 million) and up to $700 million (GBP528 million) in cash potentially due upon the achievement of certain milestones

-- Syncona co-founded Gyroscope in 2016, building and funding it through to this successful sale to Novartis

-- Upfront cash proceeds for Syncona at closing anticipated to be GBP334 million [2] , which will represent a GBP180 million uplift (27p per share) to the current holding value [3] ; a 3.0 multiple of original cost and 55% IRR [4]

-- Ongoing exposure to Gyroscope's development based on the achievement of milestones, with the potential to generate a further GBP255 million of proceeds for Syncona; if received in full, proceeds anticipated to be GBP589 million, a 5.2 multiple of original cost

Syncona Ltd, a leading healthcare company focused on founding, building and funding global leaders in life science, today announces that an agreement has been reached to sell its portfolio company Gyroscope Therapeutics Holdings plc ("Gyroscope") to Novartis, a leading global medicines company, for up to $1.5 billion (GBP1.1 billion) on a cash and debt free basis, with an upfront payment of $800 million (GBP604 million) and up to $700 million (GBP528 million) potentially due upon the achievement of certain customary milestones related to clinical development, regulatory approvals and reimbursement.

Syncona co-founded Gyroscope in 2016 and has taken a long-term approach to building the business, working closely with its management team. Today the company is a global leader in ocular gene therapies, combining discovery, research, drug development, a manufacturing platform and surgical delivery capabilities. It has nearly 200 employees and is executing on its Phase II clinical trials for the treatment of geographic atrophy (GA) secondary to age-related macular degeneration (AMD), having generated positive clinical data in its Phase I/II FOCUS trial.

On closing, the transaction is anticipated to result in cash proceeds of GBP334 million for Syncona's holding in Gyroscope, representing a GBP180 million uplift (27p per share) to the previous valuation, a 3.0 multiple on Syncona's original cost of GBP113 million and an internal rate of return (IRR) of 55% [5] . In addition, the sale of Gyroscope will potentially generate a further GBP255 million of proceeds for Syncona, through future milestone payments, which if received would take total proceeds to GBP589 million, a 5.2 multiple on original cost. Syncona is also positioned to benefit from any future commercialisation of Gyroscope's lead programme via a low single digit royalty on future sales revenue.

The upfront proceeds, when received, will further strengthen Syncona's capital pool and enhance its ability to expand its portfolio and fund its companies ambitiously as they scale, to capitalise on the opportunities available to them.

At its next valuation update, Syncona expects to value its holding in Gyroscope on the basis of the transaction value, including the upfront proceeds and Syncona's risk adjusted and discounted valuation of the milestone payments. Based on its preliminary assessment, Syncona estimates a risk adjusted and discounted valuation for its share of the milestone payments in the range of GBP40 million to GBP55 million (6p - 8p per share), leading to a total estimated value for Syncona's holding in Gyroscope in the range of GBP374 million - GBP389 million [6] . This would deliver an estimated IRR of 61-63% [7] , and a multiple of 3.3 - 3.4 of original cost.

Chris Hollowood, Chief Investment Officer of Syncona Investment Management Limited, said: "In five and a half years, enabled by collaborations with four leading UK universities, we have taken Gyroscope from a concept to a potential treatment for geographic atrophy secondary to AMD, a leading cause of blindness with no approved therapies. Gyroscope is now an international company with world-class management, positive clinical data, proprietary surgical and manufacturing platforms, and a team of nearly 200 people. The structure of the transaction will provide us with ongoing exposure to Gyroscope's development and the potential for significant additional returns, subject to certain milestones. We look forward to seeing Gyroscope fulfil its potential during the next phase of its growth with Novartis, who have an extensive track record in gene therapy and ophthalmology and are ideally placed to complete the journey of taking this transformational therapy to patients.

This transaction further demonstrates the success and pace of the Syncona model to deliver for all our stakeholders. We have a growing track record of founding and building globally competitive life science companies with product-focused strategies in areas of high unmet need. On closing this will mark the third sale of a portfolio company over the last three years, generating total potential proceeds, assuming full receipt of milestones from the sale of Gyroscope, of up to GBP1.2 billion [8] , an aggregate 5.8 multiple of cost. We are excited that the proceeds will further strengthen our capital base, enhance our growing portfolio companies as they scale, and fund exciting new opportunities as they emerge."

Transaction Terms

Novartis plans to finance the transaction with cash in hand. Closing of the transaction is subject to customary closing conditions including regulatory approvals. Until closing, Novartis and Gyroscope Therapeutics will continue to operate as separate and independent companies.

Advisers on transaction

Centerview Partners acted as exclusive Financial Adviser to Gyroscope and Skadden, Arps, Slate, Meagher & Flom acted as Legal Adviser to Gyroscope. Goldman Sachs International and Numis acted as Corporate Brokers and Financial Advisers to Syncona.

[S]

This announcement includes information that is inside information as defined in Article 7 of the Market Abuse Regulation (EU) No.596/2014. The person responsible for arranging for the release of this announcement on behalf of Syncona Ltd is Andrew Cossar, General Counsel, SIML.

Copies of this press release and other corporate information can be found on the company website at: www.synconaltd.com

Forward-looking statements - this announcement contains certain forward-looking statements with respect to the portfolio of investments of Syncona Limited. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that may or may not occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. In particular, many companies in the Syncona Limited portfolio are conducting scientific research and clinical trials where the outcome is inherently uncertain and there is significant risk of negative results or adverse events arising. In addition, many companies in the Syncona Limited portfolio have yet to commercialise a product and their ability to do so may be affected by operational, commercial and other risks.

Enquiries

Syncona Ltd

Natalie Garland-Collins / Fergus Witt

Tel: +44 (0) 7714 916615

FTI Consulting

Ben Atwell / Tim Stamper

Tel: +44 (0) 20 3727 1000

About Syncona

Syncona's purpose is to invest to extend and enhance human life. We do this by founding and building companies to deliver transformational treatments to patients in areas of high unmet need.

Our strategy is to found, build and fund companies around exceptional science to create a diversified portfolio of 15-20 globally leading healthcare businesses for the benefit of all our stakeholders. We focus on developing treatments for patients by working in close partnership with world-class academic founders and management teams. Our balance sheet underpins our strategy enabling us to take a long-term view as we look to improve the lives of patients with no or poor treatment options, build sustainable life science companies and deliver strong risk-adjusted returns to shareholders.

[1] FX rates taken at 21 December 2021

[2] Syncona holding of Gyroscope is 48.5% on a fully diluted basis; initial proceeds to Syncona include Syncona's share of the estimated $46.5m of net cash within Gyroscope and also take into account the net exercise of options/incentive shares in Gyroscope

[3] Uplift taken as at 21 December 2021 to 30 September 2021 holding value

[4] On total upfront proceeds (including net cash), calculated as at 21 December 2021

[5] See footnote 4

[6] Includes total upfront proceeds (including net cash) and risk adjusted and discounted valuation of the milestone payments

[7] On total upfront proceeds (including net cash) and risk adjusted and discounted valuation of the milestone payments, calculated as at 21 December 2021

[8] Assuming full receipt of milestones from the sale of Gyroscope. On closing of the transaction, the three sales will have generated cash proceeds of GBP940 million, at an aggregate 4.6 multiple of cost

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