TIDMRTW
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 Interim reporting Admission
period (01/01/2021-30/06/2021) period (01/01/2020-30/06/2020) (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
(%) (i i) 9% 5% 97%(i)
-------------------------------- -------------------------------- -----------------
Benchmark returns (ii i)
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)
o 14 publicly-listed (H1 2020: 3)
o 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)
o Average 2.1x valuation step-up from the initial time of
investment to IPO
o 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
georgeb@buchanan.uk.com.
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 +44 (0)20 7466 5000
George Beale +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 97.2% total shareholder return
inception since inception
(H1 2020: 28.5%) (H1 2020: 38.5%)
US$397.2 million Ordinary NAV US$1.91 NAV per Ordinary Share
(H1 2020: US$238.3 million) (H1 2020: US$1.34)
-------------------------------
US$2.05 price per Ordinary Share US$10 million in cash / cash
(H1 2020: US$1.44) equivalents
(H1 2020: US$49 million)
-------------------------------
Portfolio Highlights
65% of NAV invested in portfolio 13 new core portfolio companies
companies added in the period
(H1 2020: 47%) (H1 2020: 6)
34 Portfolio Companies: 14 publicly-listed 29/44 of portfolio companies'
and 20 privately-held pipeline products are in clinical
(H1 2020: 13 portfolio companies, stage programs
3 publicly-listed and 10 privately-held) (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 Interim reporting
period (01/01/2021-30/06/2021) 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
Clinical stage biotech developing a presbyopia-correcting
Visus eye drop. 0.5%
----------------------------------------------------------- ------
Medtech company developing minimally invasive
Ancora implant for heart failure. 0.7%
----------------------------------------------------------- ------
Developer of allogenic cord blood-derived
Artiva Natural Killer (NK) cell therapy. 0.2%
----------------------------------------------------------- ------
Clinical stage biotech advancing a promising
immunology pipeline for autoimmune and
Ventyx inflammatory diseases. 0.4%
----------------------------------------------------------- ------
Oncology biotech developing antibody-drug
Pyxis conjugates. 0.6%
----------------------------------------------------------- ------
Pre-clinical stage targeted protein degradation
Monte Rosa biotech. 0.9%
----------------------------------------------------------- ------
Clinical stage biotech developing therapies
GH Research to manage mental disease. 1.4%
----------------------------------------------------------- ------
RTW Royalty
#2 Royalty as a part of RTW-Urogen deal. 2.8%
----------------------------------------------------------- ------
Swiss biotech developing next-gen multi-specific
antibody-based immunotherapies for cancer
Numab Therapeutics and inflammation. 0.4%
----------------------------------------------------------- ------
RTW-backed new company creation focused
Yarrow on CNS diseases. 0.0%
----------------------------------------------------------- ------
Gene therapy platform company developing
Alcyone therapies for CNS diseases. 0.9%
----------------------------------------------------------- ------
Preclinical-stage lentiviral in vivo CAR-T
Umoja oncology biotech. 0.8%
----------------------------------------------------------- ------
Clinical stage spec pharma focused on
Neurogastrx 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 Valuation MOC XIRR Private
Date Date 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 % Return
as of 29/10/2019
market close (as
of listing of the
Company)
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
Company's
% interest
in Portfolio Valuation % of Company's
Company's of Company's net assets YTD P&L
capital investment as of as of
Public/ as of 30 as of 30 30 June 30 June Valuation
Portfolio Company Private June 2021 June 2021 2021 2021 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 Private <20% US$11.8 million 2.8% US$0.0 million Level 3
(#2)
-------- ------------- ---------------- -------------- ---------------- ----------
C4 Therapeutics Public <1% US$11.4 million 2.7% US$1.8 million Level 1
-------- ------------- ---------------- -------------- ---------------- ----------
RTW Royalty Private <10% US$8.7 million 2.1% US$0.5 million Level 3
(#1)
-------- ------------- ---------------- -------------- ---------------- ----------
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 Description Public/ Clinical Expected % NAV
Company Private stage upcoming
catalyst
Gene therapy platform
company for rare
pediatric diseases.
Five clinical programs
for Fanconi anemia,
Danon, LAD, PKD and Public: Update
Rocket IMO. "RCKT" Phase 2 Q4 2021 24.6%
------------------------------------ ----------- ------------- ----------- ------
Antibody conjugated
RNA medicines company.
Lead program for
myotonic dystrophy,
a degenerative disease Public: File IND
Avidity with no therapy. "RNA" Preclinical in 2021 3.7%
------------------------------------ ----------- ------------- ----------- ------
Developer of oral
therapies for autoimmune
disease.
Lead program for
inflammatory bowel Public**: Phase 2
Landos disease. "LABP" / 3 - 3.4%
------------------------------------ ----------- ------------- ----------- ------
Precision medicine
company focused on
IBD, a chronic inflammatory
disease of GI tract;
Prometheus lead antibody program Public**:
Biosciences against TL1A. "RXDX" Phase 1 Q4 2021 3.0%
------------------------------------ ----------- ------------- ----------- ------
NewCo focused on
acquiring rights
from innovative therapies
in the West for
development and commercialization
Ji Xing in China. Private Phase 1 2.9%
------------------------------------ ----------- -------------------------- ------
T-cell receptor therapy
company focused on
oncology
and infectious disease. Submit
Lead program for Public**: BLA in
Immunocore uveal melanoma. "IMCR" Phase 3 Q3 2021 2.9%
------------------------------------ ----------- ------------- ----------- ------
RTW Royalty Royalty as a part
#2 of RTW-Urogen deal Private - - 2.8%
------------------------------------ ----------- ------------- ----------- ------
Targeted protein
degradation company
working on Public:
C4 Therapeutics blood cancers. "CCCC" Phase 1 2022 2.7%
------------------------------------ ----------- ------------- ----------- ------
Royalty as a part
RTW Royalty of RTW-Ji Xing-Cytokinetics
#1 deal Private - - 2.1%
------------------------------------ ----------- ------------- ----------- ------
Clinical stage biotech
developing first-in-class
therapeutics Public:
Tarsus for ophthalmic conditions. "TARS" Phase 3 - 1.6%
------------------------------------ ----------- ------------- ----------- ------
Clinical stage biotech
developing therapies
to manage mental Public**:
GH Research disease "GHRS" Phase 2 1.4%
------------------------------------ ----------- -------------------------- ------
Closed-loop pancreatic
system for automated
and autonomous delivery
Beta Bionics of insulin. Private Pivotal - 1.3%
------------------------------------ ----------- ------------- ----------- ------
Biotech using a structure-based
design to develop
innovative small
molecules against
promising molecular
NiKang targets in oncology Private Preclinical 1.1%
------------------------------------ ----------- -------------------------- ------
Biotech developing
therapies that can
address the underlying
cause of heart disease;
lead asset gene therapy
Tenaya 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 Smartwire(TM) , 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 Paul Le Page
Chairman Director
15 September 2021 15 September 2021
INDEPENT 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$6,903) 6,831,980 579,782
Due to brokers 19,216,624 361,032
Accrued expenses 1,157,667 530,070
Payable for unsettled trades 2,357,934 145,930
TOTAL LIABILITIES 40,743,356 8,289,173
------------- -----------------
TOTAL NET ASSETS 425,932,909 412,611,929
============= =================
NET ASSETS attributable to Ordinary Shares (shares at 30 June 2021:
208,379,757; shares at
31 December 2020: 191,515,735) 397,211,032 375,281,126
============= =================
NET ASSETS attributable to Performance Allocation Shares (shares at 30 June
2021: 1; shares
at 31 December 2020: 1) 28,721,877 37,330,803
============= =================
NAV per Ordinary Share 1.9062 1.9595
============= =================
The unaudited interim financial statements of the Company were
approved and authorised for issue by the Board of Directors on 15
September 2021 and signed on its behalf by:
William Simpson Paul Le Page
Chairman Director
See accompanying notes to the unaudited interim financial
statements.
Unaudited Interim Condensed Schedule of Investments
as at 30 June 2021
(Expressed in United States Dollars)
Percentage
Number Cost Fair Value of Net Assets
Descriptions of Shares US$ US$ %
------------------------------------ ----------- ------------ ------------ ---------------
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)
Percentage
Number Cost Fair Value of Net Assets
Descriptions of Shares US$ US$ %
------------------------------- ----------- ------------ ------------ ---------------
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)
Percentage
Cost Fair Value of Net Assets
Descriptions US$ US$ %
----------------------------------------- --- ---------- ----------- ---------------
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)
Percentage
Proceeds Fair Value of Net Assets
Descriptions US$ US$ %
-------------------------------- ---------- ----------- ---------------
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
========== =========== ===============
Percentage
Fair Value of Net Assets
Descriptions US$ %
------------------------------------------------ ----------- ---------------
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)
Percentage
Number Cost Fair Value of Net Assets
Descriptions of Shares US$ US$ %
------------------------------- ----------- ------------ ------------ ---------------
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)
Percentage
Cost Fair Value of Net Assets
Descriptions US$ US$ %
-------------------------------------- ---- ------------ ------------ ---------------
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
============ ============ ===============
Percentage
Cost Fair Value of Net Assets
Descriptions US$ US$ %
---------------------------------------- ---- ---------- ----------- ---------------
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)
Percentage
Proceeds Fair Value of Net Assets
Descriptions US$ US$ %
---------------------------------------- ---- ---------- ----------- ---------------
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
========== =========== ===============
Percentage
Proceeds Fair Value of Net Assets
Descriptions US$ US$ %
--------------------------------------------- ---- --------- ----------- ---------------
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 30 June 2020
(unaudited) (unaudited)
US$ 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)
Performance
Allocation
Ordinary Share Share Class Total Shareholders'
Class Fund Fund Funds
US$ US$ 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$183,148) 36,438,617 - 36,438,617
Performance Allocation distribution - (4,974,920) (4,974,920)
--------------- ------------- --------------------
Net change in net assets resulting
from capital transactions 36,438,617 (4,974,920) 31,463,697
--------------- ------------- --------------------
Net change in net assets 21,929,906 (8,608,926) 13,320,980
Net assets, beginning of period 375,281,126 37,330,803 412,611,929
Net assets, end of period 397,211,032 28,721,877 425,932,909
=============== ============= ====================
See accompanying notes to the unaudited interim financial
statements.
Unaudited Interim Statement of Changes in Net Assets
For the six month period ended 30 June 2020
(Expressed in United States Dollars)
Performance
Ordinary Allocation
Share Class Share Class Total Shareholders'
Fund Fund Funds
US$ US$ 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$110,306) 21,945,828 - 21,945,828
Performance Allocation distribution - (4,147,980) (4,147,980)
-------------- -------------------- --------------------
Net change in net assets resulting
from capital transactions 21,945,828 (4,147,980) 17,797,848
-------------- -------------------- --------------------
Net change in net assets 32,642,069 (4,141,067) 28,501,002
Net assets, beginning of period 205,695,869 8,691,106 214,386,975
Net assets, end of period 238,337,938 4,550,039 242,887,977
============== ==================== ====================
See accompanying notes to the unaudited interim financial
statements.
Unaudited Interim Statement of Cash Flows
For the six month periods ended 30 June 2021 and 30 June
2020
(Expressed in United States Dollars)
1 January 1 January
2021 to 2020 to
30 June 2021 30 June 2020
(unaudited) (unaudited)
US$ 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 GBP1,200. 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 Level 2 Level 3 Total
(unaudited) (unaudited) (unaudited) (unaudited)
US$ US$ US$ 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 Level 2 Level 3 Total
(audited) (audited) (audited) (audited)
US$ US$ US$ 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$4,999,996). Transfers between levels are deemed to occur at 30
June and 31 December each year.
The following tables summarise the valuation techniques and
significant unobservable inputs used for the Company's investments
that are categorised within Level 3 of the fair value hierarchy as
of 30 June 2021 and 31 December 2020:
Fair value
at 30 June
2021
(unaudited)
Significant
unobservable Range of
US$ Valuation techniques inputs inputs
Assets (at fair value)
Investments in securities
Convertible preferred 23,610,257 Price of recent n/a n/a
stocks funding rounds
Discounted cash
flow, option pricing
20,179,087 model WACC 19%-42%
Exit revenue
multiple 4x-5x
Expected volatility 40%-80%
Option pricing
10,909,454 model Expected volatility 45% -102%
Discounted cash
Common stocks 20,511,027 flow WACC 20%-24%
700,310 Price of recent n/a n/a
funding rounds
Discounted cash
flow, option pricing
306,583 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 n/a n/a
funding rounds
Option pricing
- model Expected volatility 45%
Total derivative contracts 133,983
=============
Fair value
at 31 December
2020
(audited)
Significant
unobservable Range of
US$ Valuation techniques inputs inputs
---------------- --------------------- --------------------- ---------
Assets (at fair value)
Investments in securities
Convertible preferred 20,777,728 Price of recent n/a n/a
stocks funding rounds
17,384,024 Discounted cash WACC 28%-42%
flows, option
pricing model
Exit revenue 4x
multiple
Expected volatility 50%-80%
Common stocks 8,741,068 Price of recent n/a n/a
funding rounds
346,313 Discounted cash Expected volatility 95%
flows, option
pricing model
Total investments in
securities 47,249,133
================
Derivative contracts
Warrants 133,983 Price of recent n/a n/a
funding rounds
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 Change Ending
beginning Realised in Unrealised Transfers balance
1 January gains/ gains/ into/(from) 30 June
2021 (losses)(a) (losses)(a) Purchases Sales Level 3* 2021
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
US$ US$ US$ US$ US$ US$ 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 Change Ending
beginning Realised in Unrealised Transfers balance
1 January gains/ gains/ into/(from) 31 December
2020 (losses)(a) (losses)(a) Purchases Sales Level 3* 2020
(audited) (audited) (audited) (audited) (audited) (audited) (audited)
US$ US$ US$ US$ US$ US$ 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 - (4,348) 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:
31 December
30 June 2021 2020
(unaudited) (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:
31 December
30 June 2021 2020
(unaudited) (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
============= =============
31 December
30 June 2021 2020
(unaudited) (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 31 December 2020
(unaudited) (audited)
------------------------------- --------------------------
Short
Long exposure Short exposure Long exposure exposure
-------------- --------------- -------------- ----------
Notional Notional Notional Notional
Primary underlying amounts amounts amounts amounts
risk US$ US$ US$ 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)
--------------------------------------------------------
Change in
Derivative Derivative Realised unrealised
Primary underlying assets liabilities gain/(loss) gain/(loss)
risk US$ US$ US$ 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)
----------------------------- ----------------------------
Change in
Derivative Derivative Realised unrealised
Primary underlying assets liabilities gain/(loss) gain/(loss)
risk US$ US$ US$ 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:
30 June 2021 (unaudited)
Gross amounts not offset
in the unaudited interim
statement of assets and
liabilities
--------------- -------------- -------------- -------------- ------------------------------- -----------
Gross
amounts
offset
in the
unaudited
interim
statement
Gross amounts of assets Gross amounts Cash
of recognised and of recognised Financial collateral
assets liabilities assets instruments(a) received(b) Net amount
Description US$ US$ US$ US$ US$ 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:
31 December 2020 (audited)
Gross amounts not offset
in the statement of assets
and liabilities
--------------- -------------- -------------- -------------- ------------------------------- -----------
Gross amounts
offset in
the statement
Gross amounts of assets Gross amounts Cash
of recognised and of recognised Financial collateral
assets liabilities assets instruments(a) received(b) Net amount
Description US$ US$ US$ US$ US$ 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:
30 June 2021 (unaudited)
Gross amounts not offset
in the unaudited interim
statement of assets and
liabilities
--------------- -------------- -------------- -------------- ------------------------------- -----------
Gross amounts
offset in
the unaudited
interim
Gross statement
amounts of assets Gross amounts Cash
of recognised and of recognised Financial collateral
liabilities liabilities liabilities instruments(a) pledged(b) Net amount
Description US$ US$ US$ US$ US$ 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:
31 December 2020 (audited)
Gross amounts not offset
in the statement of assets
and liabilities
--------------- -------------- -------------- -------------- ------------------------------- -----------
Gross amounts
offset in
the statement
Gross amounts of assets Gross amounts Cash
of recognised and of recognised Financial collateral
liabilities liabilities liabilities instruments(a) pledged(b) Net amount
Description US$ US$ US$ US$ US$ 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 31 December 30 June 2020
2020 (audited)
(unaudited) (unaudited)
--------------------- --------------------- ------------------
Number of Ordinary Number of Ordinary Number of
Shares Shares 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$37,330,803).
Non-Managing Members that made a capital contribution prior to 1
September 2019 are deemed founding members and are entitled to a
one-time rebate of 50% of any Performance Allocation paid to the
Performance Allocation Share Class Fund until they achieve a 25%
net return on their initial investment. In May 2021, the one-time
rebate was paid to the founding members and this rebate has now
been discharged in full.
The Investment Manager is also refunded any research costs
incurred on behalf of the Company.
One of the directors of the Company, Stephanie Sirota, is also a
partner and the Chief Business Officer of the Investment Manager.
The following table represents the number of related parties who
served on the board of directors of investments held by the Company
during the period ended 30 June 2021 and during the year ended 31
December 2020 along with the fair value of such investments:
Fair value Fair value
as of 30 as of 31 December
Related Additional June 2021 2020
Investments parties board members US$ 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:
31 December
30 June 2021 2020
(unaudited) (audited)
--------------------- ------------------
Number of Ordinary Number of
Shares 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$46,664 was
outstanding at 30 June 2021, included within accrued expenses.
12. Financial highlights
Financial highlights for the six month period ended 30 June
2021, six month period ended 30 June 2020 and year ended 31
December 2020 are as follows:
31 December
30 June 2021 30 June 2020 2020
(unaudited) (unaudited) (audited)
------------- ------------- ------------
Per Ordinary Share operating performance
Net Asset Value, beginning of period US$ 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 the NAV adjusted by deducting the unrealised
Value" 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 the annual general meeting of the shareholders
Meeting" or "AGM" 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 molecules that combine structures of an antibody
Conjugates" or "AOC" 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 a request for permission to introduce, or
License Application" deliver for introduction, a biologic product
into interstate commerce;
"C4 Therapeutics" C4 Therapeutics, Inc.;
or "C4T"
"Cardiac myosin" a target of the treatment development for
a cardiovascular condition;
"Cardiovascular conditions affecting heart and vascular system;
disease"
"CD18 protein" a protein that helps white blood cells adhere;
"Clinical stage" a therapy in development goes through a number
or "clinical trial" 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 RTW Venture Fund Limited is a company incorporated
Venture Fund Limited" 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 1(st) 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 the directors of the Company as at the date
"Board" 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 the European Union first established by the
Union" 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 a cardiovascular disease characterized by
cardiomyopathy" an abnormally thick heart muscle;
"ImmTAC(R)" bi-specific biologic molecules designed to
fight cancer or viral infections;
"Immunocore" Immunocore Limited;
"Independent Valuer" Alvarez & Marsal Valuation Services, LLC;
"Infantile Malignant a rare genetic bone disease in young children,
Osteopetrosis" or manifesting in an increased bone density;
"IMO"
"Interim Report" the Interim Financial Report;
"Investigational the FDA's investigational New Drug program
New Drug" or "IND" 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 30 June 2021, being the latest practicable
Date" date for valuing an asset for inclusion in
this report;
"Lentiviral vector based gene therapy - a type of viral vector
or "LVV" used to deliver a gene;
"Leukocyte adhesion a rare genetic disorder of immunodeficiency
deficiency" or "LAD-I" 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 the value of the assets of the Company less
" or "NAV" 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 investments made in public companies as a
assets" part of cash management strategy;
"Notional Ordinary Performance Allocation Shares, in which receipt
Shares" of such shares has been deferred;
"Nuance" Nuance Pharma;
"Numab" Numab Therapeutics, INC.;
"Official List the official list of the UK Listing Authority;
"
"Oligonucleotides" short DNA or RNA molecules that have a wide
or "Oligos" 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" Orchestra BioMed, Inc.:
or "Orchestra"
"Ordinary Shares" the Ordinary Shares of the Company;
"Performance Allocation an allocation connected with the performance
Amount" 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 the First Performance Allocation Period and/or
Period" a subsequent Performance Allocation Period,
as the context so requires;
"Performance Allocation a class fund for the Performance Allocation
Share Class Fund" Shares to which the Performance Allocation
will be allocated;
"Performance Allocation performance allocation shares of no-par value
Shares" in the capital of the Company;
"Performance Allocation the holder of Performance Allocation Shares;
Shareholder"
"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" to be accepted for PRIME, a medicine has to
or "PRIME" 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 a rare genetic disorder affecting red blood
Deficiency" or "PKD" 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" Rocket Pharmaceuticals, Inc.;
or "Rocket"
"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 a type of hearing loss caused by damage to
loss" 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" a type of insulin resistance;
or "T1D"
"Total shareholder a measure of shareholders' investment in a
return" 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 A measure of Cash and cash equivalents,
Company's Bankers, the Company's Due from brokers less
Prime Broker and liquidity, Due to brokers on the
an ISDA working Statement of Assets
counterparty. capital and & Liabilities.
investment
level.
------------------- -------------- --------------------------------------------------------------------------
NAV per The Company's A measure of The net assets attributable
Ordinary NAV divided by the value of to ordinary shares on
share the number of one ordinary the statement of financial
ordinary shares. share. position (US$397.2m)
divided by the number
of ordinary shares in
issue (208,379,757)
as at the calculation
date.
------------------- -------------- --------------------------------------------------------------------------
Price per The Company's A measure of Extracted from the official
share closing share the supply list of the London Stock
price on the and Exchange
London demand for
Stock Exchange the
for a specified Company's
date. shares.
------------------- -------------- --------------------------------------------------------------------------
NAV Growth The percentage A key measure The quotient of the
increase(decrease) of the NAV per share at the
in the NAV per success end of the period (US$1.91)
Ordinary share of the and the NAV per share
during the Investment at the beginning of
reporting Manager's the period (US$1.96)
period. investment minus one expressed
strategy. as a percentage.
------------------- -------------- --------------------------------------------------------------------------
Share price The percentage A measure of The quotient of the
growth/Total increase(decrease) the return price per share at the
Shareholder in the price per that end of the period (US$2.05)
Return share during the could have and the price per share
reporting period. been at the beginning of
obtained by the period (US$1.88)
holding minus one expressed
a share over as a percentage. The
the reporting measure excludes transaction
period. costs.
------------------- -------------- --------------------------------------------------------------------------
Share Price The amount by A key measure The quotient of the
Premium which the ordinary of supply and price per share at the
(Discount) share price is demand for end of the period (US$2.05)
higher/lower than the and the NAV per share
the NAV per Company's at the end of the period
ordinary shares. (US$1.91) minus one
share, expressed A premium expressed as a percentage.
as a percentage implies
of the NAV per excess demand
ordinary share. versus supply
and vice
versa.
------------------- -------------- --------------------------------------------------------------------------
Ongoing The recurring A measure of Calculated in accordance
charges costs that the the minimum with the AIC methodology
ratio Company has gross detailed on the web
incurred profit that link below.
during the period the
excluding Company needs https://www.theaic.co.uk/sites/default/files/hidden-files/AICOngoingCharg
performance to produce to esCalculationMay12.pdf
fees and one off make a
legal and positive
professional return for
fees expressed shareholders.
as a percentage
of the Company's
average NAV for
the period.
------------------- -------------- --------------------------------------------------------------------------
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 1(st) 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 diversi ed 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 Direct ors Independent Valuer Registrar
W illi a m S impso A l va r ez & M a rs a L i nk M a r ke t Se
n (Cha irm an) l Va l ua tio n Se r v r v ic e s (Gue r n s
Pau l Le Pa g e (Cha ic e s LLC 600 M a diso ey) L imit e d
irm an of Au dit C n Avenue Mo n t C r eve lt H o
ommitt ee) 8th F loor u s e
W illi a m S cott Ne w Y or k Bulw e r A v e nu e
S t e phani e S irota NY 10022 St Sa mpso n
Investment Manager Un it e d S t a t e s Gue r n s ey
and AIFM of A m e ric a GY 2 4LH
RTW Inv e stm e nts Guernsey Advocates t o Independent Auditor
, LP the Company KP M G Channe l I sl
40 10t h Avenue C ar e y O ls e n ( G an ds L imit e d
F loor 7 u e rns e y) LLP G lat e gny Court
Ne w Y or k C ar e y Hous e G lat e gny E splanad
NY 10014 Les B anques e
Un it e d S t a t e St Pe t e r Port St Pe t e r Port
s of A m e ric a Gue r n s ey Gue r n s ey
Registered office* GY 1 4 B Z GY 1 1 WR
1 st F loor , Roya UK Legal Advisers t o Principal Bankers
l Cha mb e rs the Company B arclays B ank P L C,
St J u li an' s Avenue H e rb e rt S mit h F G u e rns e y B ranch
St Pe t e r Port r eeh ills LLP Le M a rc han t H o u
Gue r n s ey E xchang e Hous e s e
GY 1 3JX P rimr ose S tr ee t Le T r u c h ot
L ondon St Pe t e r Port
Administrator and EC2A 2 EG Gue r n s ey
Company Secretary Corpor ate Br okers and GY 1 3 BE
E l y si u m Fun d Financial Advisers Prime Br oker
M ana g e m en t L Bar c lay s G oldm an Sa chs & C
imit e d** 5 t he North C olo nna o . LLC
1 st F loor , Roya d e 200 We st S tr ee t
l Cha mb e rs C anary Wharf 29th F loor
St J u li an' s Avenue L ondon Ne w Y or k
St Pe t e r Port E 14 4BB NY 10282
Gue r n s ey J . P . Morg an Cazen Un it e d S t a t e s
GY 1 3JX o ve of A m e ric a
Sub-Administr at or 25 Bank S tr ee t Identifiers:
Morg an S t an l ey C anary Wharf I S IN : GG 00BKT RR
Fun d Se r v ic e s L ondon M22
USA LLC** E14 5JP SEDOL: BKT RR M2
2000 Westchester Avenue, Tick e r : RTW
1(st) Floor SEDOL: BNNXVW5
Purchase Ticker: RTWG
NY 10577 L EI: 549300 Q 7 EXQQ
Un it e d S t a t e H6K F 7Z84
s of A m e ric a
www . rtwf un ds . com/
ven t u r e -f un d
* on 1 February 2021 th e r e gist e r e d
office a ddr e ss of th e C omp a n y ch
a ng e d from PO B ox 286, F loor 2, T r
a f a lg a r Court, L e s B anqu e s , St
Pe t e r Port, G u e rns e y , GY 1 4 LY
-----------------------------------------------------
** Ocorian Administratorion (Guernsey) r e
sign e d as Administrator and Company Secretary
on 31 J a nu a r y 2021 and Elysium Fund
Management Limited and Morgan Stanley Fund
Services USA LLC were appointed on 1 February
2021.
-----------------------------------------------------
-- ENDS --
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