The Biotech Growth Trust PLC - Annual Financial Report
(the “Company”)
Annual Report for the Year Ended
The statements below are extracted from the Company’s annual report for the year ended
The Annual Report will be submitted to the
Company Secretary
0203 709 8734
FINANCIAL HIGHLIGHTS
as at
1,414.6p 1,260.0p £281.9m Net asset value per share* Share price Shareholders’ funds* 2025: 815.9p 2025: 754.0p 2025: £221.2m 73.4% 67.1% 35.0% Net asset value per share Share price Benchmark † (total return)^ (total return)^ 2025: (6.0%) 2025: (24.4%) 2025: (24.2%) 10.9% 1.2% 80.8% Discount of share price to net asset Ongoing Charges^ Active Share**^ value per share^ 2025: 1.1% 2025: 73.0% 2025: 7.6%
* IFRS Measure
^ Alternative Performance Measure
† NASDAQ Biotechnology Index (total return, net of withholding tax, sterling adjusted)
** Source: Morningstar
CHAIR’S STATEMENT
INTRODUCTION AND RESULTS
I am pleased to report that, during the year ended
Performance over the year was driven by a combination of improving sector sentiment, effective portfolio positioning and a number of successful stock-specific outcomes. After a subdued start to the financial year, marked by macroeconomic uncertainty and policy-related headwinds, conditions for biotechnology improved meaningfully as interest rate expectations shifted in the
The Company started the year ungeared and ended with modest gearing of 3.3%. Gearing contributed 2.4% to the Company’s NAV total return during the year, reflecting the disciplined use of leverage as conviction in the recovery strengthened. The Board continues to view gearing as a useful tool when it is cost effective, deployed appropriately and maintained within conservative limits.
The Company did not invest in any new private companies during the year and, at the year end, unquoted investments comprised only 0.5% of the portfolio. This reflects both the subdued initial public offering (IPO) market and a deliberate emphasis on liquidity and flexibility.
The majority of the Company’s assets are denominated in
The Company reduced its exposure to Chinese biotechnology companies, which represented 4.7% of the portfolio at the year end. Valuations across the Chinese biotech sector remained under pressure amid a challenging macroeconomic, geopolitical and regulatory environment. Nevertheless, the Portfolio Manager continues to see
Overall, the Board is encouraged by the breadth and quality of the drivers underpinning the Company’s performance during the year, with returns led in particular by strong contributions from small and mid - capitalisation biotechnology companies. While we remain mindful of the inherent volatility of both the sector and the Company’s active approach, it is reassuring to see the portfolio respond strongly as conditions improved and investment theses were realised. Our confidence in the Portfolio Manager and their disciplined, research-led strategy is reinforced by these results. I encourage shareholders to read OrbiMed’s Review, which provides further insight into the key investment themes and company-specific developments that contributed to performance.
CAPITAL STRUCTURE
The Company’s share price total return for the year was 67.1% (2025: -24.2%). The share price discount to the NAV per share widened from 7.6% at the start of the Company’s financial year to 10.9% at the year end, materially wider than the Board’s long term target of no more than 6%.
This outcome was driven by an unusually large movement in NAV per Share on the final day of the financial year, which rose by 8.3%, a very significant increase in the space of a single day. Given the Company’s high exposure to North American investments, much of this uplift occurred after the
The Company’s shares traded at a discount throughout the year, leading to the repurchase of 7,183,277 shares, at an average discount of 8.5% to the Company’s NAV per share at the time, at a total cost of £69.5 million. Shareholders will be aware that the Company pursues an active discount management policy, buying back shares when the discount of the Company’s share price to its NAV per share is wider than 6% (under normal market conditions). Share buybacks contributed 2.8% to the Company's NAV return over the year, more than double the Company's ongoing charges, underscoring the value created through disciplined discount management. In
The renewal was approved by shareholders, with 99.7% of votes cast in favour, enabling the Company to continue operating its discount management policy. Since the renewed authority will expire at the conclusion of the Company’s forthcoming AGM, in line with usual practice the Company will ask shareholders to renew the authority again at the AGM in July.
As we have previously commented, the shares can trade at a discount wider than 6%, particularly in volatile or muted markets such as those we have experienced recently. However, the Company remains committed to protecting a 6% share price discount over the longer term. Since the year end, a further 529,600 shares have been bought back for cancellation and at the time of writing the share price discount stands at 10.7%.
RETURN AND DIVIDEND
The revenue return per share was -1.9p (2025: 0.0p). This reflects the low yield generated from the biotechnology sector and, in particular, the small and mid-cap companies in the sector that comprise much of the portfolio.
As a result, no dividend is recommended in respect of the year ended
BOARD CHANGES
In September we were delighted to announce the appointment of Professor
PERFORMANCE FEE
There is currently no provision within the Company’s NAV for any performance fee payable at a future calculation date. The arrangements for performance fees are described in detail on page 48 of this Annual Report but I would highlight that it is dependent on the Company's long-term outperformance: any outperformance has to be maintained for 12 months after the relevant calculation date and only becomes payable to the extent that the outperformance gives rise to a total fee greater than the total of all performance fees paid to date. This ensures that a performance fee is not payable for any outperformance that contributes to recovery of prior performance.
ANNUAL GENERAL MEETING
The Company’s AGM will be held at the Barber-Surgeons’ Hall,
I very much look forward to seeing as many shareholders as possible. For those investors who are not able to attend the meeting in person, a video recording of the Portfolio Manager’s presentation will be uploaded to the website after the meeting. Shareholders can submit questions in advance by writing to the Company Secretary at
I encourage all shareholders to exercise their right to vote at the AGM. The Board strongly encourages shareholders to register their proxy voting instructions online in advance of the AGM. Registering your voting instructions in advance will not restrict you from attending and voting at the meeting in person should you wish to do so, but ensures your vote is registered if you are no longer able to attend on the day. The results of the proxy votes will be published immediately following the conclusion of the AGM by way of a stock exchange announcement and on the Company’s website: www.biotechgt.com.
Under Resolution 15 in the Notice of AGM, the Company is proposing to adopt new articles of association. The sole change proposed is the inclusion of a new article which will provide a mechanism to ensure continuity of governance in the unlikely event that the number of directors falls below the minimum required. We consider this to be a prudent governance measure and further details are set out in the explanatory notes to the resolutions.
OUTLOOK
After several challenging years, the outlook for the global biotechnology sector is more constructive, albeit not without risk. Improved visibility around
The Company’s returns have been volatile in recent years, reflecting both the nature of a young, innovation - driven sector and the Company’s active investment approach. As conditions have begun to normalise following a prolonged period of macroeconomic and regulatory uncertainty, the Board remains confident in the Portfolio Manager’s investment strategy and their disciplined approach. While volatility may persist, we believe the portfolio is well positioned to benefit from a more sustained recovery in the sector.
Chair
INVESTMENT PORTFOLIO
INVESTMENTS HELD AS AT
Fair value % of
Security Country/Region £’000 investments
#
Amgen USA 10,637 3.7
Relmada Therapeutics USA 10,596 3.6
C4 Therapeutics˜ 1 USA 10,530 3.6
Xenon Pharmaceuticals Canada 10,449 3.6
Rhythm Pharmaceuticals USA 10,308 3.5
ORIC Pharmaceuticals USA 9,308 3.2
Praxis Precision Medicines USA 9,285 3.2
Regeneron Pharmaceuticals USA 8,607 3.0
Biogen USA 8,561 2.9
Esperion Therapeutics USA 7,743 2.7
Ten largest investments 96,024 33.0
UroGen Pharma USA 7,307 2.5
Syndax Pharmaceuticals USA 7,101 2.4
Cogent Biosciences USA 7,052 2.4
Kiniksa Pharmaceuticals International USA 6,594 2.3
Edgewise Therapeutics USA 6,341 2.2
Gilead Sciences USA 6,298 2.2
BioCryst Pharmaceuticals USA 6,266 2.2
Corbus Pharmaceuticals Holdings USA 6,243 2.1
Forte Biosciences USA 6,142 2.0
Ascendis Pharma Denmark 5,715 2.0
Twenty largest investments 161,083 55.3
Palvella Therapeutics USA 5,690 2.0
CG oncology USA 5,620 1.9
Krystal Biotech USA 5,461 1.9
Nanjing Leads Biolabs China 5,209 1.8
Cybin˜ 2 Canada 5,120 1.8
Dyne Therapeutics USA 4,978 1.7
Janux Therapeutics USA 4,827 1.6
Mineralys Therapeutics USA 4,461 1.5
Pharvaris Netherlands 4,378 1.5
Definium Therapeutics USA 4,355 1.5
Thirty largest investments 211,182 72.5
Argenx Netherlands 4,122 1.4
Structure Therapeutics USA 4,090 1.4
Trevi Therapeutics USA 4,037 1.4
GenFleet Therapeutics Shanghai China 4,030 1.4
Abivax France 3,969 1.4
Revolution Medicines USA 3,831 1.3
Bicara Therapeutics USA 3,715 1.3
Nektar Therapeutics USA 3,634 1.2
Protagonist Therapeutics USA 3,365 1.2
Axsome Therapeutics USA 3,270 1.1
Forty largest investments 249,245 85.6
Palisade Bio USA 3,096 1.1
Alto Neuroscience USA 2,848 1.1
Vera Therapeutics USA 2,714 0.9
Savara USA 2,629 0.9
uniQure Netherlands 2,561 0.9
EyePoint USA 2,541 0.9
PTC Therapeutics USA 2,534 0.8
Abbisko Cayman China 2,394 0.8
Immunic˜ 3 USA 2,253 0.7
Bright Minds Biosciences Canada 2,202 0.7
Fifty largest investments 275,017 94.4
Tectonic Therapeutic USA 1,807 0.6
Lexeo Therapeutics USA 1,732 0.6
Compass Pathways United Kingdom 1,638 0.6
Heron Therapeutics USA 1,607 0.5
KalVista Pharmaceuticals USA 1,441 0.5
Akeso China 1,333 0.5
Enliven Therapeutics USA 1,229 0.4
ADC Therapeutics Switzerland 1,207 0.4
ALX Oncology Holdings USA 1,054 0.4
Prelude Therapeutics USA 888 0.3
Sixty largest investments 288,953 99.2
OrbiMed Asia Partners*† USA 886 0.3
Milestone Pharmaceuticals ˜ 4 Canada 530 0.2
Gracell Biotechnologies CVR*^ China 459 0.2
Vistagen Therapeutics USA 355 0.1
New Horizon Health * China – –
Stemirna Therapeutics* China – –
Repare Therapeutics* Canada – –
Total investments 291,183 100.0
All of the above investments are equities unless otherwise stated.
# Primary listing
* Unquoted
˜ 1 Includes C4 Therapeutics Level 2 Warrants amounting to £10,120,000
˜ 2 Includes Cybin Level 2 Warrants amounting to £232,000
˜ 3 Includes Immunic Level 2 Warrants amounting to £633,000
~4 Level 2 Warrants
† Partnership interest
^ Contingent Value Right
PORTFOLIO BREAKDOWN
Fair value % of
Investments £’000 investments
Quoted
Equities 280,735 96.4
280,735 96.4
Unquoted
Equities 459 0.2
Partnership interest 886 0.3
1,345 0.5
Derivatives
Warrants (level 2) 9,103 3.1
Total investments 291,183 100.00
PERFORMANCE ATTRIBUTION FOR THE YEAR ENDED
Contribution to total returns % % Benchmark return 35.0 Portfolio Manager’s contribution 34.4 Portfolio total return 69.4 Gearing 2.4 Management fee and other expenses (1.2) Share buybacks 2.8 Total 4.0 Return on net assets 73.4
PORTFOLIO MANAGER’S REVIEW
The Company delivered strong performance on both an absolute and relative basis for the year ended
The fiscal year can broadly be divided into three distinct phases: 1) uncertainty and muted performance in the first fiscal quarter, 2) an upward inflection in the second fiscal quarter, and 3) continued strong momentum in the third and fourth quarters of the fiscal year. The first fiscal quarter (April-
In previous investor reports, we have discussed the unprecedented low valuations for the biotech sector over the past four years, following a significant drawdown starting in early 2021. Figure 1 (on page 11 of the Annual Report) is a graph showing the absolute valuations of the biotech sector as measured by the median ratio of market cap to net cash on the balance sheet. Importantly, the strong performance of the biotech sector over the past 12 months has only brought valuations to roughly the same level as the lows of the Dot Com bust in 2002 and the lows of the Great Financial Crisis of 2008/2009.
Biotech valuations remain depressed from a historical perspective, suggesting significant further upside is possible.
Additionally, since
Over the course of the year, the Company’s net asset value per share total return outperformed the benchmark by 38.4%. The outperformance was driven by a larger allocation to emerging biotechnology versus large cap biotechnology relative to the index, M&A activity (including six announced transactions in which the Company held the target company at the time of acquisition announcement), and strong performance from our
TOP AND BOTTOM FIVE CONTRIBUTORS TO NET ASSET VALUE PERFORMANCE FOR THE YEAR TO 31
Contribution
Contribution per share
Top Five Contributors £’000 (pence)*
Avidity Biosciences 11,186 47.9
Forte Biosciences 8,392 36.0
Relmada Therapeutics 7,174 30.7
CG Oncology 6,891 29.5
Dyne Therapeutics 6,496 27.8
40,139 171.9
Top Five Detractors
uniQure (6,379) (27.3)
Janux Therapeutics (3,474) (14.9)
Vertex Pharmaceuticals (2,594) (11.1)
Gilead Sciences (2,429) (10.4)
Tarsus Pharmaceuticals (1,805) (7.7)
(16,681) (71.4)
*
Based on 23,341,371 shares being the weighted average number of shares in issue during the year ended
CONTRIBUTORS AND DETRACTORS
Avidity Biosciences, Forte Biosciences, Relmada Therapeutics, CG Oncology, and Dyne Therapeutics were the leading contributors to performance in the portfolio during the year.
·
Avidity Biosciences
was a company developing first-in-class muscle-directed oligonucleotide therapies for the treatment of a number of neuromuscular diseases. The company was on track to deliver results for three Phase 3 trials for three different therapies in 2026. The excellent progress over the course of the fiscal year attracted significant strategic interest from large pharma. As a result, on
·
Forte Biosciences
is developing a therapeutic antibody
for coeliac disease and other autoimmune disorders. The Company led a private investment in public equity (PIPE), which included warrants, in Forte in
· Relmada Therapeutics re-rated over the course of the fiscal year as the company pivoted its focus to bladder cancer, where its intravesical chemotherapy NDV-01 produced very high and durable complete response rates in high-risk non-muscle invasive bladder cancer (NMIBC) patients. No major safety issues were observed, and importantly no patients progressed to more advanced disease. The company secured FDA alignment to begin registration trials in both high-risk and intermediate-risk NMIBC.
· CG Oncology is another company developing a therapy for NMIBC. Its oncolytic immunotherapy drug has shown remarkable clinical activity in NMIBC patients for up to two years. The stock strength in the latter part of the fiscal year can be attributed to the company’s acceleration of its Phase 3 data release in intermediate-risk NMIBC, which was pulled forward by about a year.
· Dyne Therapeutics is a company developing a differentiated, potentially best-in-class oligonucleotide platform for the treatment of a number of neuromuscular diseases. Dyne’s differentiated technology allows delivery of highly efficacious genetic medicines directly to the muscle as well as the central nervous system. Dyne stock benefitted from Novartis’ recent acquisition of Avidity, signaling pharma’s interest in treatments for neuromuscular disorders utilising targeted delivery of oligonucleotide therapies.
uniQure, Janux Therapeutics, Vertex Pharmaceuticals, Gilead Sciences and Tarsus Pharmaceuticals were the principal detractors for the year.
·
uniQure
is a clinical stage biotech company developing
gene therapies for debilitating neurological diseases. In
·
Janux Therapeutics
is developing masked bispecific
T cell engagers. In
· Vertex Pharmaceuticals commercialises treatments for cystic fibrosis, sickle cell disease, transfusion-dependent beta thalassemia, and acute pain and has a clinical-stage pipeline focused on these disease areas. Vertex underperformed due to a disappointing Q1 2025 earnings report and subsequent negative updates for its pain franchise. The company announced the Phase 2 failure of its next generation acute pain treatment, VX-993, and the FDA informed the company that it would not be able to get a broad label in chronic peripheral pain for its first generation product, suzetragine. Given more limited prospects for the pain franchise and slowing growth for the company’s core cystic fibrosis franchise, the Company exited its position in Vertex.
· Gilead Sciences is a commercial-stage biopharmaceutical company developing medicines to prevent and treat life-threatening diseases, including HIV, viral hepatitis, COVID-19, and cancer. Gilead stock declined modestly in the period as investors tempered their expectations for the launch of the company’s biannual HIV prevention treatment, Yeztugo.
· Tarsus Pharmaceuticals is a commercial stage company focused on eye care treatments. Tarsus commercialises Xdemvy, a first-in-disease treatment for demodex blepharitis, a chronic inflammatory condition of the eyelids. During the review period, Tarsus’ stock price was volatile as prescription trends for Xdemvy faced seasonal headwinds, which caused investors to question revenue growth and peak sales potential for the drug.
MACRO FACTORS AND POLICY ENVIRONMENT
Macroeconomic and political factors continued to exert a significant influence on the biotech sector throughout the fiscal year, with headwinds present at the beginning of the fiscal year gradually abating as the year progressed.
PHARMACEUTICAL TARIFFS AND DRUG PRICING
President Trump’s drug pricing initiatives created considerable uncertainty during the fiscal year. In
FDA REGULATORY ENVIRONMENT
The FDA regulatory landscape experienced notable turbulence during the fiscal year. On the positive front, FDA Commissioner Dr.
The appointment of Dr.
These included the surprise rejection of Disc Medicine’s bitopertin for erythropoietic protoporphyria and an unexpected refusal-to-file for Moderna’s influenza vaccine (later reversed within eight days). Prasad’s actions triggered significant backlash from members of
While Prasad’s tenure at CBER did negatively impact specific drug reviews, the agency overall has largely continued to function under Dr. Makary’s leadership. New drug approvals at the agency have remained at a consistently high level, in line with previous years. In
ROBUST FOLLOW-ON FINANCING MARKET WHILE THE IPO MARKET SHOWS SOME SIGNS OF LIFE
The financing environment for biotechnology companies remained strong for those with drugs that have generated promising data. During the fiscal year, there were 233 follow-on offerings in biotech, raising proceeds of
While the IPO market has remained subdued for the past four years, it has recently shown some signs of returning with six offerings in the first three months of 2026. The Company will selectively participate in IPOs as favourable opportunities arise.
Given the sparse IPO activity over the past few years, the Company has not made any new “crossover” investments (i.e. private investments in pre-IPO rounds) recently. At the year end, 0.5% of the NAV was in unquoted investments.
M&A ACTIVITY REMAINED ELEVATED DESPITE DRUG PRICING AND POLITICAL UNCERTAINTY
M&A activity has been a historical driver of returns in the biotechnology industry as most emerging biotechnology companies that successfully develop a product are eventually acquired by larger companies. While each transaction is idiosyncratic in nature, the pace of M&A was elevated during the fiscal year compared to the previous fiscal year. The Company benefitted directly from six M&A transactions during the year because of holdings in the target companies at the time of the acquisition announcement:
·
Merck KGaA’s acquisition of
·
Novo Nordisk’s acquisition of
·
Novartis’ acquisition of
Avidity Biosciences
for
·
Merck’s acquisition of
Cidara Therapeutics
for
·
BioMarin’s acquisition of
Amicus Therapeutics
for
·
Biogen’s acquisition of
Our expectation is that this elevated level of M&A activity will continue given Big Pharma’s need for new products to offset expected patent expirations on many of Big Pharma’s blockbuster drugs and continued historically favourable (i.e. low) valuations of potential biotech targets.
BIOTECH IN
The Company’s
Chinese biotech companies have shown their ability to develop drugs faster and more cheaply than their Western counterparts, and they are rapidly approaching the drug development productivity of
The pharmaceutical company then conducts the large registrational trials in a Western population (required by the FDA) and if successful, markets the drug globally (ex-
OrbiMed is uniquely positioned to take advantage of opportunities in Chinese biotech given our three analysts based in our
SCIENTIFIC INNOVATION REMAINS CORE TO SECTOR PERFORMANCE
Innovation remains strong across the biotechnology space with multiple medical breakthroughs achieved in the period. Our preference is to invest in companies developing either a first-in-class or a best-in-class drug. Innovations addressing unmet medical needs can command premium pricing and generate significant share price appreciation for the companies involved.
Some examples of groundbreaking developments that have occurred in the sector during the year ending
· United Therapeutics reported two positive Phase 3 trials for Tyvaso, its inhaled prostacyclin analogue, for the treatment of idiopathic pulmonary fibrosis (IPF), a chronic progressive lung disease characterised by the gradual scarring and stiffening of the lungs. Tyvaso could potentially be the first inhaled medicine in 2027 approved for IPF.
· Roivant Sciences reported positive Phase 3 results for its first-in-class Jak1/Tyk2 inhibitor brepocitinib, a once-daily oral therapy for the treatment of dermatomyositis. The drug showed benefits on both skin and muscle symptoms over 52 weeks. If approved, brepocitinib will be the first oral medicine for dermatomyositis patients.
· Cogent Biosciences reported positive Phase 3 data for its KIT inhibitor, the first trial to show a progression free survival benefit in 20 years in second-line metastatic gastrointestinal stromal tumours (GIST). Cogent has recently completed its submission of the drug for review under the Real Time Oncology Review (RTOR) pathway, which should expedite its review. If approved, it would be available to patients by the end of 2026.
· Mineralys Therapeutics reported two highly statistically significant pivotal trials for lorundrostat, its aldosterone synthase inhibitor for resistant hypertension, demonstrating a reduction of blood pressure in patients that were not controlled by conventional therapy.
· Abivax SA’s obefazimod, a miR-124 enhancer, demonstrated significant clinical remission versus placebo in two Phase 3 trials in patients with ulcerative colitis. If approved, the drug would be a first-in-class treatment in a multi-billion dollar market.
· Praxis’ ulixacalitamide, a T-type calcium channel inhibitor, reported a highly successful Phase 3 trial demonstrating disease improvement in patients suffering from essential tremor. If approved, ulixacalitamide would be the first new medicine approved for essential tremor in over 50 years.
STRATEGY AND OUTLOOK
Despite the strong performance of the Company during the year, we believe we are still in the early stages of a sustained recovery. The biotechnology sector, after years of underperformance, has still not recovered to its early 2021 highs. Many of the macroeconomic and political overhangs that weighed on the sector in the early part of the year, including tariffs and drug pricing, have mostly been resolved. Scientific innovation fuelling medical advancements remains robust. Biotechnology companies continue to develop first-in-class drugs addressing unmet medical needs. The rate of drug approvals remains strong, and FDA leadership is motivated to accelerate drug approval timelines even further. The M&A environment remains robust and with large pharma companies continuing to face upcoming patent expiration on key products, we believe they will continue to look to smaller biotech companies to augment their revenue growth.
Our positioning will remain heavily tilted towards small and mid-cap biotech companies because they are delivering the majority of the innovation in the sector and remain undervalued relative to their large-cap peers. At present, we are finding better opportunities in pre-revenue companies rather than commercial companies. We believe this segment offers the best opportunity for the capital markets to reward medical breakthroughs when they are achieved. Gearing should remain in the 5-10% range. We will selectively invest in Chinese biotech as opportunities present themselves while being mindful of the broader geopolitical landscape. At the time of writing, the geopolitical situation in the
Portfolio Manager
BUSINESS REVIEW
The Strategic Report contains a review of the Company’s business model and strategy, an analysis of its performance during the financial year and its future developments, as well as details of the principal risks and challenges it faces.
Its purpose is to inform shareholders and help them to assess how the Directors have performed their duty to promote the success of the Company. The Strategic Report contains certain forward-looking statements. These statements are made by the Directors in good faith based on the information available to them up to the date of this report. Such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying such forward-looking information.
BUSINESS MODEL
The purpose of the Company is to achieve long-term growth in its shareholders' wealth by providing a vehicle for investors to gain exposure to a portfolio of worldwide biotechnology companies, through a single investment.
The Company’s strategy is to create value for shareholders by addressing its investment objective. As an externally managed investment trust, all of the Company's day-to-day management and administrative functions are outsourced to service providers. As a result, the Company has no executive directors, employees or internal operations.
The Company employs
The Board is responsible for all aspects of the Company’s affairs, including setting the parameters for and monitoring the investment strategy as well as the review of investment performance and policy.
The Company is an investment company within the meaning of Section 833 of the Companies Act 2006 and has been approved by
INVESTMENT OBJECTIVE AND POLICY
The Company seeks capital appreciation through investment in the worldwide biotechnology industry.
In order to achieve its investment objective, the Company invests in a diversified portfolio of shares and related securities in biotechnology companies on a worldwide basis.
In connection with the investment policy, the following guidelines apply:
·
The Company will not invest more than 10%, in aggregate, of the value of its gross assets in other closed ended investment companies (including investment trusts) listed on the
·
The Company will not invest more than 15%, in aggregate, of the value of its gross assets in other closed ended investment companies (including investment trusts) listed on the
· The Company will not invest more than 15% of the value of its gross assets in any one individual stock at the time of acquisition.
· The Company will not invest more than 10% of the value of its gross assets in unquoted investments at the time of acquisition. This limit includes any investment in private equity funds managed by the Portfolio Manager or any affiliates of such entity.
·
The Company may invest or commit for investment a maximum of U.S.
· The Company’s borrowing policy is that borrowings will not exceed 20% of the value of the Company’s net assets. Any loan facility in place from time to time may be drawn by the Portfolio Manager overseen by the AIFM.
· The Company may be unable either to invest directly or invest efficiently in certain countries or share classes. In these circumstances, the Company may gain exposure by investing indirectly through swaps or other derivative instruments where it is more efficient to do so. Exposure to underlying investments thus obtained will count towards and be subject to the investment limits set out above. Further, where the Company invests via swaps or derivatives for such a purpose, exposure to these financial instruments will count towards and be subject to the limits on the use of derivatives and equity swaps set out below.
· In line with the Investment Objective, derivatives are employed, when appropriate, in an effort to enhance returns and to improve the risk-return profile of the Company’s portfolio. The Board has set the following limits within which derivative exposures are managed:
· Derivative transactions (excluding equity swaps) can be used to mitigate risk and/or enhance return and will be restricted to an aggregate net exposure of 5 per cent. of the value of the gross assets measured at the time of the relevant transaction;
· Equity swaps may be used for efficient portfolio management purposes and aggregate net counterparty exposure through a combination of derivatives (as set out in the previous bullet point) and equity swap transactions is restricted to 12 per cent. of the value of the gross assets of the Company at the time of the transaction.
In accordance with the requirements of the
INVESTMENT STRATEGY
The achievement of the Investment Objective has been delegated to OrbiMed by Frostrow (as AIFM) under the Board’s and Frostrow’s supervision and guidance.
Details of OrbiMed’s investment strategy and approach are set out in the Portfolio Manager’s Review. While performance is measured against the Benchmark, the Board encourages OrbiMed to manage the portfolio without regard to the Benchmark and its make-up.
While the Board’s strategy is to allow flexibility in managing the investments, in order to manage investment risk it has imposed various investment, gearing and derivative guidelines and limits, within which Frostrow and OrbiMed are required to manage the investments, as set out in the Investment Policy.
PERFORMANCE MEASUREMENT
The Board measures OrbiMed's performance against the NASDAQ Biotechnology Index (total return, net of withholding tax, sterling adjusted). The Board also monitors the Company's performance against its AIC sector peer group.
DIVIDEND POLICY
The Company invests with the objective of achieving capital growth and it is expected that dividends, if any, are likely to be small. The Board intends only to pay dividends on the Company’s shares to the extent required in order to maintain the Company’s investment trust status.
No dividends were paid or declared during the year (2025: None).
CONTINUATION OF THE COMPANY
An opportunity to vote on the continuation of the Company is given to shareholders every five years. Shareholders voted in favour of the Company's continuation last year, however the Board will propose a one-off, interim continuation vote at the AGM in 2028, two years before the next regular vote is scheduled. The additional vote is intended to provide an earlier opportunity for shareholders to reassess the Company's progress.
COMPANY PROMOTION
The Company has appointed Frostrow to provide marketing and investor relations services, in the belief that a well-marketed investment company is more likely to grow over time, have a more diverse, stable list of shareholders and its shares will trade closer to the net asset value per share over the long term. Frostrow actively promotes the Company in the following ways:
Engaging regularly with institutional investors, discretionary wealth managers and a range of execution-only platforms: Frostrow regularly meets with institutional investors, discretionary wealth managers and execution-only platform providers to discuss the Company’s strategy and to understand any issues and concerns, covering both investment and corporate governance matters;
Making Company information more accessible: Frostrow works to raise the profile of the Company by targeting key groups within the investment community, holding periodic investment seminars, commissioning and overseeing PR output and managing the Company’s website and wider digital offering, including Portfolio Manager videos and social media;
Disseminating key Company information: Frostrow performs the Investor Relations function on behalf of the Company and manages the investor database. Frostrow produces all key corporate documents, distributes monthly fact sheets, annual and half yearly reports and updates from OrbiMed on the portfolio and market developments; and
Monitoring market activity, acting as a link between the Company, shareholders and other stakeholders: Frostrow maintains regular contact with sector broker analysts and other research and data providers, and conducts periodic investor perception surveys, liaising with the Board to provide up-to-date and accurate information on the latest shareholder and market developments.
The Board has also appointed
KEY PERFORMANCE INDICATORS (KPIs)
The Board assesses the Company’s performance in meeting its objective against the following KPIs:
· net asset value total return;
· share price total return;
· share price discount to net asset value per share; and
· ongoing charges.
A full description of the Company’s performance is provided in the Chair’s Statement and the Portfolio Manager’s Review. The KPIs have not changed from the prior year:
NET ASSET VALUE PER SHARE TOTAL RETURN^
The Directors regard the Company’s net asset value per share total return as being the overall measure of value generated by the Portfolio Manager over the long term. The Board considers the principal comparator to be the NASDAQ Biotechnology Index (total return, net of withholding tax, sterling adjusted). OrbiMed’s investment style is such that performance is likely to deviate from that of the Benchmark.
During the year under review, the Company’s net asset value per share total return was 73.4%, outperforming the Benchmark by 38.4% (2025: -24.4%, underperforming the Benchmark by 18.4%). Since OrbiMed’s date of appointment (
SHARE PRICE TOTAL RETURN^
The Directors also regard the Company’s share price total return to be a key indicator of performance. This reflects the Company's share price growth which the Board recognises is important to investors.
During the year under review the Company’s share price total return was 67.1% (2025: -24.2%). Since OrbiMed’s date of appointment (
SHARE PRICE (DISCOUNT)/PREMIUM TO NET ASSET VALUE PER SHARE^
The Board regularly reviews the level of the discount/ premium of the Company’s share price to the net asset value per share and considers ways in which share price performance may be enhanced, including the effectiveness of marketing, share issuance and buybacks, where appropriate. The Board has a discount control policy in place, the aim of which is to prevent the level of the share price discount to the net asset value per share exceeding 6%. Shareholders should note, however, that it remains possible for the discount to be greater than 6% for a period of days or indeed longer, particularly in volatile or muted markets. However, the Company remains committed to protecting a 6% share price discount over the longer term. 7,183,277 shares were repurchased by the Company during the year (2025: 6,374,607).
^ Alternative Performance Measure.
When the Company's shares trade at a premium to the net asset value per share, new shares can be issued at a premium to the net asset value per share.
The Board believes that the benefits of issuing new shares in such conditions are as follows:
· to fulfil excess demand in the market in order to help manage the premium to the net asset value per share at which the Company’s shares trade;
· to provide a small enhancement to the net asset value per share of existing shares through new share issuance at a premium to the estimated net asset value per share;
· to grow the Company, thereby spreading operating costs over a larger capital base, which should reduce the ongoing charges ratio; and
· to improve liquidity in the market for the Company’s shares.
As the Company's shares traded at a discount to the net asset value per share throughout the year, no new shares were issued during the year (2025: Nil).
The volatility of the net asset value per share in an asset class such as biotechnology is a factor over which the Board has no control. The making and timing of any share buybacks or share issuance is at the absolute discretion of the Board.
ONGOING CHARGES^
Ongoing charges represent the costs that the Company can reasonably expect to pay from one year to the next, under normal conditions. The Board continues to be conscious of expenses and seeks to maintain a sensible balance between high quality service and costs. The Board therefore considers the ongoing charges ratio to be a KPI and reviews the figure on a regular basis.
As at
^ Alternative Performance Measure.
RISK MANAGEMENT
The Board is responsible for managing the risks faced by the Company. Through delegation to the Audit Committee, the Board has established procedures to manage risk, to review the Company’s internal control framework and to establish the level and nature of the principal risks the Company is prepared to accept in order to achieve its long-term strategic objective. The Audit Committee has carried out a robust assessment of the principal and emerging risks with the assistance of Frostrow (the AIFM). A risk management process has been established to identify and assess risks, their likelihood and the possible severity of their impact. Further information is provided in the Audit Committee Report. These principal risks are set out below with a high level summary of their management through mitigation and arrows to indicate any change in the Board's assessment during the year.
PRINCIPAL RISKS AND UNCERTAINTIES MANAGEMENT/MITIGATION
MARKET RISK
To an extent, this risk is accepted as
being inherent to the Company's
activities. However, the Board has set
limits in the investment policy which
ensure the portfolio is diversified.
Compliance with the limits and
The Company’s portfolio is exposed to guidelines contained in the Company’s
fluctuations in market prices (changes investment policy is monitored daily by
in broad market measures, individual Frostrow and OrbiMed and reported
security prices and foreign exchange monthly to the Board.
rates) in the biotechnology sector and
the regions in which it invests, which OrbiMed report at each Board meeting on
may result in a reduction in assets due the Company’s performance including the
to market falls and higher volatility. impact of wider market trends and
events.
The biotechnology sector has
historically been more volatile than The Portfolio Manager spreads
other equity sectors, reflecting investment risk over a wide portfolio
factors inherent in biotech companies, of investments. At the year end the
including emerging technologies, Company’s portfolio comprised
uncertainty of drug approval outcomes, investments in 67 companies.
regulatory and pricing policy.
As part of its review of the going
More generally, geopolitical and concern and long-term viability of the
economic uncertainties have affected Company, the Board considers the
markets globally and are likely to sensitivity of the portfolio to changes
continue to do so. These include the in market prices and foreign exchange
instability caused by the rates (see note 15 to the financial
administration in the USA, including statements) and the ability of the
the consequences of trade wars and Company to liquidate its portfolio if
tariffs, the continued impact of the the need arose. Further details are
war in Ukraine and the effect of included in the Going Concern and
sanctions against Russia, tensions Viability Statements.
between the US/West and China , and
conflicts in the Middle East. Broad The Board monitors and challenges the
economic risks include prolonged Portfolio Manager's awareness of
inflation and elevated interest rates, emerging climate change risks and the
slowing global economic growth and the resources they have devoted to
fear or presence of recession. assessing climate risks.
New regulations designed to combat The Board is conscious that climate
climate change and uncertainties change poses a general risk to the
associated with shifts in population investment environment and, through
and resource availability/ demand may discussions with the Portfolio Manager,
also have an impact on global markets. has noted that the biotechnology
In addition, climate change events industry is not a major contributor to
could have an impact on the business greenhouse gas emissions. For this
models of the portfolio companies and reason, the Portfolio Manager does not
their operations. consider climate change to be a
material ESG consideration when
engaging with investee companies.
However energy management is noted as a
material concern in the wider
healthcare and pharmaceutical sectors,
and this forms part of OrbiMed’s ESG
monitoring.
PORTFOLIO PERFORMANCE
The Portfolio Manager has
responsibility for selecting
investments in accordance with the
Investment Objective and Policy and
seeks to ensure that investments in
Investment performance may not achieve individual stocks fall within
the Investment Objective and the value acceptable risk levels.
of the investments held in the
portfolio may fall materially out of To manage this risk, the Board:
line with the sector.
-- reviews and challenges, at each
The Portfolio Manager’s approach is Board meeting, reports from
expected to lead to performance that OrbiMed which cover portfolio
will deviate from comparators, composition, asset allocation,
including both market indices and other concentration and performance;
investment companies investing in the -- reviews investment performance
biotechnology sector. over the long term against the
Benchmark and the Company's
peer group; and
-- formally reviews OrbiMed's
appointment, including their
performance, service levels and
contractual arrangements, each
year.
SHARE PRICE PERFORMANCE
To manage this risk, the Board:
-- regularly reviews the level of
the share price
discount/premium to the net
asset value per share and
considers ways in which share
price performance may be
The Company’s share price fluctuates in enhanced, including the
accordance with supply and demand and effectiveness of marketing and
may not reflect the underlying NAV per investor relations services,
share; where the share price is less new share issuance and share
than the underlying NAV per share, the buybacks, as appropriate;
difference is known as the “discount”. -- has implemented a discount
Share price performance may be management policy, buying back
influenced not only by Company - the Company’s shares when the
specific factors but also by investor level of the share price
sentiment towards the investment trust discount to the net asset value
sector as a whole and its relative per share exceeds 6% (in normal
attractiveness compared with other market conditions);
investment vehicles. A sustained lack -- may issue shares at a premium
of demand for the investment trust to the net asset value per
sector, or for the Company’s shares, share to help prevent a share
may result in a widening discount. price premium reaching too high
Persistently poor share price a level;
performance or a wider discount may -- engages with shareholders at
attract activist shareholders and/or the AGM, investor meetings and
result in increased share buybacks seminars, and other events;
which, over time, may significantly -- reviews an analysis of the
reduce the Company’s assets. shareholder register at each
Board meeting and is kept
informed of shareholder
sentiment by the AIFM and the
Company's corporate
stockbroker; and
-- regularly discusses the
Company’s future development
and strategy with the Portfolio
Manager and the AIFM.
CYBER RISK
The Board relies on controls in place
at OrbiMed, Frostrow, J.P. Morgan,
Cyber crime may lead to the disruption MUFG Corporate Markets and other
or failure of systems covering dealing, third-party service providers.
trade processing, administrative
services, financial and other The Audit Committee reviews the
operational functions. internal controls reports of the
principal service providers, as well as
their data storage and information
security arrangements.
KEY PERSON RISK
The Board manages this risk by:
-- appointing OrbiMed, who in turn
have appointed Geoff Hsu and
Josh Golomb to manage the
Company’s portfolio. Mr Hsu and
Mr Golomb are supported by a
team of researchers and
analysts dedicated to the
biotechnology sector;
-- receiving reports from OrbiMed
The risk that the individuals at each Board meeting, which
responsible for managing the Company’s include any significant changes
portfolio may leave their employment or in the make-up of the team
may be prevented from undertaking their supporting the Company;
duties. -- meeting the wider team at
OrbiMed’s offices and
encouraging the participation
of the wider OrbiMed team in
investor updates; and
-- delegating to the Management
Engagement Committee the
responsibility to perform an
annual review of the service
received from OrbiMed,
including, inter alia , the
team supporting the portfolio
managers and their succession
plans.
VALUATION RISK
Unquoted investments comprised 0.5% of
the Company's portfolio at the year
end. Any directly held unquoted
Pursuant to the Investment Policy, the investments are valued by an
Company may invest up to 10% of its independent, third-party valuation
gross assets in unquoted investments at agent. The Board has established a
the time of acquisition. The valuation Valuation Committee to review the
of unquoted assets involves a degree of valuations of the unquoted investments
subjectivity and there is a risk that and the methodologies used in the
proceeds received on the disposal of valuations. The valuations are
unquoted holdings may prove to be recommended to the Committee by
significantly lower than the value at Frostrow, the Company's AIFM, following
which the investment is held in the review by its own valuations committee.
Company’s portfolio. The Valuation Committee makes
recommendations to the Board, as
appropriate. Further information can be
found in the Audit Committee Report and
note 1 to the financial statements.
COUNTERPARTY RISK
The most significant counterparty to
which the Company is exposed is J.P.
Morgan Securities LLC (J.P. Morgan),
the Custodian and Prime Broker, which
is responsible for the safekeeping of
the Company’s assets and provides the
loan facility to the Company. As part
of the arrangements with J.P. Morgan
they may take assets as collateral up
to 140% of the value of the loan drawn
down. The assets taken as collateral by
J.P. Morgan may be used, loaned, sold,
rehypothecated or transferred. The
level of the Company's gearing is at
the discretion of the AIFM and the
Board and the loan facility can be
repaid at any time, at which point the
assets taken as collateral will be
released back to the Company. Any of
the Company’s assets taken as
collateral are not covered by the
custody arrangements provided by J.P.
Morgan.
J.P. Morgan is a registered
The Company is exposed to credit risk broker-dealer and is accordingly
arising from the use of counterparties. subject to limits on rehypothecation
If a counterparty were to fail, the imposed by the U.S. Securities and
Company could be adversely affected Exchange Commission (SEC). In the event
through either a delay in settlement or of J.P. Morgan’s insolvency, the
a loss of assets. Company may be unable to recover in
full assets held by it as Custodian or
held as collateral.
The risk is managed through the
selection of a financially stable
counterparty, limitations on the use of
gearing and reliance on the SEC's
robust regulatory regime. In addition,
the Board monitors the credit rating of
J.P. Morgan.
J.P. Morgan is also subject to regular
monitoring by J.P. Morgan Europe
Limited, the Depositary, and the Board
receives regular reports from the
Depositary.
During the year the Company entered
into swap transactions with Goldman
Sachs International, however there were
no equity swaps in the portfolio at the
year end.
Further information can be found in
note 15 to the financial statements.
OPERATIONAL DISRUPTION
To manage these risks, the Board (in
some cases the Audit Committee):
-- periodically meets
representatives from the
Company's key service providers
to gain a better understanding
of their control environment,
and the processes in place to
mitigate any disruptive events;
-- receives a monthly report from
As an externally managed investment Frostrow, which includes,
trust, the Company is reliant on the inter alia , confirmation
systems of its service providers for of compliance with applicable
dealing, trade processing, laws and regulations;
administration, financial and other -- reviews the internal control
functions. If such systems were to fail reports and key policies
or be disrupted (including, for (including disaster recovery
example, as a result of a pandemic, procedures and business
war, network disruption or simply poor continuity plans) of its
performance/ controls) this could service providers;
prevent accurate reporting of the -- maintains a risk matrix with
Company’s financial position or lead to details of risks to which the
a failure to comply with applicable Company is exposed, the
laws, regulations and governance approach to managing those
requirements and/or to a financial risks, the key controls and the
loss. frequency of the controls
operation;
-- receives updates on pending
changes to the regulatory and
legal environment and progress
towards the Company’s
compliance with such changes;
and
-- has considered the increased
risk of cyber-attacks and
received reports and assurance
from its service providers
regarding the information
security controls in place.
EMERGING RISKS
The Directors have carried out a robust assessment of the Company’s emerging risks and the procedures in place to identify emerging risks are described below.
The Audit Committee reviews a risk schedule at each of its three meetings during the year. Emerging risks are discussed in detail as part of this process and also throughout the year to try to ensure that emerging (as well as established) risks are identified and, so far as practicable, mitigated.
NEW MARKET RISKS
During the year, the Audit Committee identified and discussed emerging elements of market risk such as regulatory uncertainty and the instability caused by the administration in the
NEW CYBER RISKS
The Committee observed that cyber risks continue to evolve, with new threats emerging at an accelerated pace, as demonstrated by a series of high-profile cyber attacks in the retail sector.
ARTIFICIAL INTELLIGENCE
The Committee considered that the development of artificial intelligence, as well as providing significant investment opportunities, may also be exploited or used in ways that may adversely impact the Company's operations, competitive position, or compliance environment.
These risks will continue to be monitored and managed as set out in the Market Risk and Cyber Risk descriptions above.
GOING CONCERN
The financial statements have been prepared on a going concern basis. The Directors consider this is the appropriate basis as the Company has adequate resources to continue in operational existence until at least
Based on the information available to the Directors at the date of this report, including the results of these stress tests, the conclusions drawn in the Viability Statement below, the Company’s current cash balances, and the liquidity of the Company’s investments, the Directors are satisfied that the Company has adequate financial resources to continue in operation until at least
VIABILITY STATEMENT
The Directors have carefully assessed the Company’s position and prospects as well as the principal risks and have formed a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next five financial years.
To make this assessment and in reaching this conclusion, the Audit Committee has considered the Company’s financial position, its ability to liquidate its portfolio and meet its liabilities as they fall due and, in particular, notes the following:
-- The portfolio is principally comprised of investments traded on major
international stock exchanges. Based on recent market volumes 96.4% of
the current portfolio could be liquidated within seven trading days.
There is no expectation that the nature of the investments held within
the portfolio will be materially different in future.
-- The Board has considered the viability of the Company under various
scenarios, including periods of acute stock market and economic
volatility, and concluded that it would expect to be able to ensure the
financial stability of the Company through the benefits of having a
diversified portfolio of (mostly) listed and realisable assets. As
illustrated in note 15 to the financial statements, the Board has
considered other price risk (the sensitivity of the value of
shareholders' funds to changes in the fair value of the Company's
investments), foreign currency sensitivity (the sensitivity to changes
in key exchange rates to which the portfolio is exposed) and interest
rate sensitivity (the sensitivity to changes in market interest rates).
-- With an ongoing charges ratio of 1.2%, the expenses of the Company are
predictable and modest in comparison with the assets and there are no
capital commitments foreseen which would alter that position.
-- The Company has a short-term loan facility which can be used to meet its
liabilities. Details of the Company’s current liabilities are set out in
note 12 to the financial statements.
-- The Company has no employees. Consequently it does not have redundancy
or other employment related liabilities or responsibilities.
The Audit Committee, as well as considering the potential impact of the Company’s principal risks and various severe but plausible downside scenarios, has made the following assumptions in considering the Company’s longer-term viability:
-- There will continue to be demand for investment trusts;
-- The Company invests principally in the securities of listed companies
traded on international stock exchanges to which investors will wish to
continue to have exposure;
-- Shareholders will vote for the continuation of the Company at the Annual
General Meeting to be held in July 2028 . At the current time, the
Directors have a reasonable expectation that the next vote will be
passed;
-- The closed-ended nature of the Company means that, unlike open-ended
funds, it does not need to realise investments when shareholders wish to
sell their shares;
-- The Company will continue to be able to fund share buybacks when
required. The Company bought back 7,183,277 ordinary shares in the year
under review at a total cost of £69.5 million and experienced no problem
with liquidity in doing so. It had shareholders’ funds in excess of
£281.9 million at the year end; and
-- The long-term performance of the Company will continue to be
satisfactory.
STAKEHOLDER INTERESTS AND BOARD DECISION-MAKING (SECTION 172 OF THE COMPANIES ACT 2006)
The following disclosure, which is required by the Companies Act 2006 and the AIC Code of Corporate Governance, describes how the Directors have had regard to the views of the Company’s stakeholders in their decision-making.
STAKEHOLDER GROUP HOW THE BOARD HAS ENGAGED WITH THE COMPANY’S
STAKEHOLDERS
The Board’s key mechanisms of engagement with investors
include:
· The Annual and Half-yearly Reports
· The Annual General Meeting
· The Company’s website which hosts reports, articles
and insights, monthly fact sheets and video interviews
with the Portfolio Manager
· The Company’s distribution list which is maintained
by Frostrow and is used to communicate with
shareholders on a regular basis
Investors
· Online and in person seminars with presentations
from the Portfolio Manager
· One-to-one investor meetings
The AIFM and the Portfolio Manager, on behalf of the
Board, completed a programme of investor relations
throughout the year, reporting to the Board on the
feedback received. This includes meetings with wealth
managers and independent financial advisers, as well as
preparing the documents and organising the events
listed above. The Board aims for at least one Director
to attend the in person and online events at which the
Portfolio Manager presents to investors.
The Board met regularly with the Portfolio Manager
throughout the year, both formally at quarterly Board
meetings and informally, as required. The Board engaged
primarily with key members of the portfolio management
team, discussing the Company’s overall performance as
well as developments at individual portfolio companies
Portfolio Manager and wider macroeconomic developments. The Directors
visited OrbiMed's offices in New York during the year,
to review the investment strategy, conduct ongoing due
diligience and meet with the OrbiMed team in person.
The Management Engagement Committee reviewed the
performance of the Portfolio Manager and the terms and
conditions on which they are engaged.
The Board met regularly with the AIFM, representatives
of which attend every quarterly Board meeting to
provide updates on risk management, accounting,
administration, corporate governance and marketing
matters.
The Management Engagement Committee reviewed the
performance of all the Company’s service providers,
receiving feedback from Frostrow in their capacity as
AIFM and Company Secretary. The AIFM, which is
responsible for the day-to-day operational management
Other Service Providers of the Company, meets and interacts with the other
service providers including the Depositary, Custodian
and Registrar, on behalf of the Board, on a daily
basis. This can be through email, one-to-one meetings
and/or regular written reporting.
The Audit Committee reviewed the quality and
effectiveness of the audit and recommended to the Board
that it be proposed to shareholders that BDO LLP (BDO)
be re-appointed as Auditor. The Audit Committee also
met with BDO to review the audit plan and set their
remuneration for the year.
As an externally managed investment trust, the Company has no employees, customers, operations or premises. Therefore, the Company’s key stakeholders (other than its shareholders) are considered to be its service providers. The need to foster good business relationships with the service providers and maintain a reputation for high standards of business conduct are central to the Directors’ decision-making as the Board of an externally managed investment trust.
KEY AREAS OF ENGAGEMENT MAIN DECISIONS AND ACTIONS TAKEN
The Board and the Portfolio Manager
provided updates via RNS, the Company’s
website, the distribution list and the
usual financial reports and monthly
fact sheets.
The Board continued to monitor share
price movements closely. When the
-- Ongoing dialogue with discount of the share price to the net
shareholders concerning the asset value per share exceeded 6%, the
strategy of the Company, Company sought to buy back shares in
performance and the portfolio. the market. As a result, 7,183,277
-- Share price performance. shares were bought back during the
-- Operation of the discount year. No shares were issued at a
management policy premium to the net asset value per
-- Portfolio performance share during the year. Having nearly
measurement exhausted the authority granted at the
-- The continuation of the Company 2025 AGM, the Board asked shareholders
to renew the Company's authority to buy
back shares in the market at a General
Meeting held on 12 November 2025 .
Shareholders approved the proposal with
99.7% of the votes cast in favour.
The Board engaged with shareholders
ahead of and following the continuation
vote, which was passed at the AGM in
July 2025 .
The Board agreed that high standards of
research had been maintained and the
Portfolio Manager’s strategy had been
implemented consistently. It was noted
that performance had improved
considerably and the Board agreed that
-- Portfolio composition, the Portfolio Manager's investment
performance, outlook and process remained robust. Therefore, the
business updates. Board concluded that it was in the
-- The Portfolio Manager’s system interests of shareholders for OrbiMed
of internal controls and to continue in their role as Portfolio
investment risk management. Manager.
The Audit Committee concluded that the
Portfolio Manager’s internal controls
were satisfactory. Please refer to the
Audit Committee Report, for further
information.
The Board concluded that it was in the
interests of shareholders for Frostrow
to continue in their role as AIFM.
-- The promotion and marketing The Board agreed that the Company’s
strategy of the Company. other service providers continued to
-- Service providers’ internal perform satisfactorily and should
controls. continue in their roles.
-- The effectiveness of the audit
and the Auditor’s The Board approved the Audit
reappointment. Committee’s recommendation to propose
-- The terms and conditions under to shareholders that BDO LLP be
which the Auditor is engaged. re-appointed as the Company’s auditor
for a further year. Please refer to the
Audit Committee Report and the Notice
of AGM beginning for further
information.
ENVIRONMENTAL, SOCIAL, COMMUNITY AND HUMAN RIGHTS MATTERS
As an externally managed investment trust, the Company does not have any employees or maintain any premises, nor does it undertake any manufacturing or other physical operations itself. All its operational functions are outsourced to third-party service providers, which the Board oversees. Therefore, the Company itself has no material, direct impact on the environment or any particular community and, as a result, the Company has no environmental, human rights, social or community policies.
Under the
The Board believes that consideration of environmental, social and governance (ESG) factors is important and has the potential to protect and enhance investment returns. The Portfolio Manager’s investment criteria ensure that ESG factors are integrated into their investment process and best practice in this area is encouraged by the Board. The Portfolio Manager engages with the Company’s underlying investee companies in relation to their corporate governance practices and the development of their policies on social, community and environmental matters.
The Board is committed to carrying out the Company’s business in an honest and fair manner with a zero-tolerance approach to bribery, corruption, and tax evasion. As such, policies and procedures are in place to prevent this. In carrying out the Company’s activities, the Board aims to conduct itself responsibly, ethically and fairly. The Board expects that the Company's principal service providers have appropriate policies in place and carries out an annual review of their arrangements.
PERFORMANCE AND FUTURE DEVELOPMENTS
A review of the Company’s year, its performance and the outlook for the Company can be found in the Chair’s Statement and in the Portfolio Manager’s Review.
The Company’s overall strategy remains unchanged.
By order of the Board
Company Secretary
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have elected to prepare the financial statements in accordance with
In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and accounting estimates that are reasonable and prudent;
·
state whether they have been prepared in accordance with
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and
· prepare a directors’ report, a strategic report and directors’ remuneration report which comply with the requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for ensuring that the Annual Report and financial statements, taken as a whole, are fair, balanced, and understandable and provide the information necessary for shareholders to assess the Company's position, performance, business model and strategy.
WEBSITE PUBLICATION
The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website. Financial statements are published on the Company’s website in accordance with legislation in the
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE ANNUAL REPORT
We confirm that to the best of our knowledge:
·
the financial statements have been prepared in accordance with the applicable set of accounting standards and give a true and fair view of the assets, liabilities, financial position and the return of the Company for the year ended
· the Annual Report includes a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that they face.
The Directors consider the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.
On behalf of the Board
Chair
INCOME STATEMENT
FOR THE YEAR ENDED
2026 2025
Revenue Capital Total Revenue Capital Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
Income 2 426 – 426 1,111 – 1,111
Gains/(losses) on
investments held at 8 – 134,590 134,590 – (77,090) (77,090)
fair value through
profit or loss
Foreign exchange – (461) (461) – (1,553) (1,553)
losses
AIFM and Portfolio 3 (121) (2,293) (2,414) (143) (2,729) (2,872)
management fees
Other expenses 4 (656) (59) (715) (771) (16) (787)
(Loss)/profit
before finance (351) 131,777 131,426 197 (81,388) (81,191)
costs and taxation
Finance costs 5 (57) (1,082) (1,139) (66) (1,259) (1,325)
(Loss)/profit (408) 130,695 130,287 131 (82,647) (82,516)
before taxation
Taxation 6 (32) – (32) (145) – (145)
(Loss)/profit for (440) 130,695 130,255 (14) (82,647) (82,661)
the year
Basic and diluted
earnings/(loss) per 7 (1.9)p 559.9p 558.0p 0.0p (262.3)p (262.3)p
share
The Company does not have any income or expenses which are not included in the (loss)/profit for the year. Accordingly the “(loss)/profit for the year” is also the “total comprehensive (loss)/profit for the year”, as defined in IAS 1 (revised) and no separate Statement of Other Comprehensive Income has been presented.
The “Total” column of this statement represents the Company’s Income Statement, prepared in accordance with
The accompanying notes are an integral part of this statement.
STATEMENT OF FINANCIAL POSITION
AS AT
2026 2025
Notes £’000 £’000
Non current assets
Investments held at fair value through profit or loss 8, 9 291,183 218,159
291,183 218,159
Current assets
Other receivables 10 11,063 17
Cash and cash equivalents 11 – 8,453
11,063 8,470
Total assets 302,246 226,629
Current liabilities
Other payables 12 8,004 5,423
Loan facility 12,319 –
20,323 5,423
Net assets 281,923 221,206
Equity attributable to equity holders
Ordinary share capital 13 4,982 6,778
Special reserve* 97,330 –
Share premium account* – 79,951
Capital redemption reserve* 1,069 16,652
Capital reserve 18 179,961 118,804
Revenue reserve (1,419) (979)
Total equity 281,923 221,206
Net asset value per share 14 1,414.6p 815.9p
*
On
The financial statements were approved by the Board on
Chair
The accompanying notes are an integral part of this statement.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
Ordinary Share Capital
Share Special premium redemption Capital Revenue
capital reserve* account* reserve* reserve reserve Total
Notes £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 April 6,778 – 79,951 16,652 118,804 (979) 221,206
2025
Net profit/
(loss) for – – – – 130,695 (440) 130,255
the year
Repurchase
of own (1,796) – – 1,796 (69,538) – (69,538)
shares for
cancellation
Transfer of
share
premium
account and – 97,330 (79,951) (17,379) – – –
capital
redemption
reserve
At 31 March 13, 14 4,982 97,330 – 1,069 179,961 (1,419) 281,923
2026
*
On
FOR THE YEAR ENDED
Ordinary Share Capital
Special Capital Revenue
Share premium redemption Total
Notes reserve* reserve reserve
capital account reserve £’000
£’000 £’000 £’000
£’000 £’000 £’000
At 1 April 8,371 – 79,951 15,059 258,891 (965) 361,307
2024
Net loss for – – – – (82,647) (14) (82,661)
the year
Repurchase
of own (1,593) – – 1,593 (57,440) – (57,440)
shares for
cancellation
At 31 March 13, 14 6,778 – 79,951 16,652 118,804 (979) 221,206
2025
The accompanying notes are an integral part of this statement.
See note 17 for details of the amounts of reserves available for distribution.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED
2026 2025
Notes £’000 £’000
Operating activities
Profit/(loss) before taxation* 130,287 (82,516)
Finance costs 1,139 1,325
(Gains)/losses on investments held at fair value 8 (136,730) 75,033
through profit or loss
Foreign exchange losses 461 1,553
(Increase)/decrease in other receivables (47) 10
Increase/(decrease) in other payables 86 (347)
Taxation paid 6 (32) (145)
Net cash outflow from operating activities (4,836) (5,087)
Investing activities
Purchases of investments (551,687) (429,202)
Sales of investments 611,225 545,050
Net cash inflow from investing activities 59,538 115,848
Financing activities
Repurchase of own shares for cancellation (73,874) (54,483)
Finance costs – interest paid (1,139) (1,325)
Drawdown/(repayment) of the loan facility 11,934 (48,484)
Net cash outflow from financing activities (63,079) (104,292)
Net (decrease)/increase in cash and cash equivalents (8,377) 6,469
Cash and cash equivalents at start of year 8,453 2,131
Effect of movement in foreign exchange rates on cash (76) (147)
and cash equivalents
Cash and cash equivalents at end of year † 11 – 8,453
* Includes dividends received during the year of £290,000 (2025: £964,000) and deposit interest of £91,000 (2025: £147,000).
† Collateral cash held at Goldman Sachs £nil (2025: £1,553,000) and cash held in a liquidity fund £nil (2025: £6,913,000).
CHANGES IN NET DEBT ARISING FROM FINANCING ACTIVITIES
2026 2025
£’000 £’000
Balance as at 1 April – 47,078
Drawdown/(repayment) of the loan facility 11,934 (48,484)
Foreign exchange losses 385 1,406
Loan facility balance at 31 March 12,319 –
The accompanying notes are an integral part of this statement.
NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
(A) BASIS OF PREPARATION
The financial statements of the Company have been prepared in accordance with
The material accounting policies adopted are set out below.
The financial statements have been prepared under the historical cost convention, except for the measurement at fair value of investments and derivatives. Where presentational guidance is set out in the Statement of Recommended Practice (the SORP) for
The Company’s financial statements are presented in sterling and all values are rounded to the nearest thousand pounds (£’000) except when otherwise indicated.
Going concern
The Directors are required to make an assessment of the Company’s ability to continue as a going concern and have concluded that the Company has adequate resources to continue in operational existence until at least
In making this assessment, the Directors have considered a wide variety of emerging and current risks to the Company, as well as the mitigation strategies that are in place. The Board has also reviewed stress-testing and scenario analyses prepared by the AIFM. The stress tests and scenario analyses considered the effect of various downturns, based on historic bear markets, on the asset value and expenses of the Company. The tests modelled the impact of decreases of up to 50% on the value of the investment portfolio.
These tests are carried out as an arithmetic exercise, which can apply equally to any set of circumstances in which asset value and income are significantly impaired. It was concluded that even in an extreme downside scenario, the Company would be able to continue to meet its liabilities as they fell due. Whilst the economic future is uncertain, the opinion of the Directors is that there is no foreseeable downside scenario that would threaten the Company’s ability to continue to meet its liabilities as they fall due.
Based on the information available to the Directors at the time of this report, including the results of the stress tests and scenario analyses, and having taken account of the liquidity of the investment portfolio, the Company’s cash flow and borrowing position, the Directors are satisfied that the Company has adequate financial resources to continue in operation until at least
Judgements and key sources of estimation and uncertainty
The preparation of the financial statements requires the Directors to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. In the process of applying the Company’s accounting policies, the Directors have made the following estimates which are immaterial in relation to the unquoted investments, in the current year:
Fair value of the unquoted investments and warrant holdings estimate
The Board has established a Valuation Committee to review the valuations and the valuation methodologies of the Company’s unquoted investments and the warrant holdings. The Board has approved the valuations of the unquoted investments and the warrants on the recommendation of the Valuation Committee.
The unquoted investment in
The investment in
The investment in
In addition the Company holds six warrant positions in the following companies, C4 Therapeutics (2 positions), Cybin Inc,
(B) INVESTMENTS
Investments consist of quoted investments, unquoted investments and derivatives and are recognised and de-recognised on the trade date.
As the Company’s business is investing in financial assets with a view to profiting from their total return in the form of dividends or increases in fair value, investments are classified as fair value through profit or loss (FVTPL) and are initially recognised at fair value. The Company manages and evaluates the performance of these investments on a fair value basis in accordance with its investment strategy, and information about the investments is provided internally on this basis to the Board.
Investments classified at fair value through profit or loss, which are quoted investments, are measured at subsequent reporting dates at fair value which is either the bid or the last trade price, depending on the convention of the exchange on which it is quoted.
In respect of unquoted investments, or where the market for a financial instrument is not active, fair value is established by using valuation techniques which may include using the PWERM, reference to the current fair value of another instrument that is substantially the same, discounted cash flow analysis and option pricing models, in line with IPEV guidelines. Where there is a valuation technique commonly used by market participants to price the instrument and that technique has been demonstrated to provide reliable estimates of prices obtained in actual market transactions, that technique is utilised.
Transfers between levels of fair value hierarchy are deemed to have occurred at the date of the event or change in circumstances that caused the transfer.
Gains and losses on disposal and fair value changes are also recognised in the Income Statement.
(C) PRESENTATION OF INCOME STATEMENT
In order to better reflect the activities of an investment trust company, and in accordance with guidance issued by the AIC, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. Net revenue is the measure the Directors believe appropriate in assessing the Company’s compliance with certain requirements set out in section 1158 of the Corporation Tax Act 2010. The requirements are to distribute net revenue but only so far as there are positive revenue reserves.
(D) INVESTMENT INCOME
Dividends receivable on equity shares are recognised on the ex-dividend date. Where no ex-dividend date is quoted, dividends are recognised when the Company’s right to receive payment is established. Foreign dividends are grossed up at the appropriate rate of withholding tax, with the withholding tax recognised in the taxation charge.
Dividends from investments in unquoted shares and securities are also recognised when the Company’s right to receive payment is established.
Income from fixed interest securities is recognised on a time appointment basis so as to reflect the effective interest rate.
In deciding whether a dividend should be regarded as a capital or revenue receipt, the Company reviews all relevant information as to the reasons for and sources of the dividend on a case by case basis depending upon the nature of the receipt.
Special dividends of a revenue nature are recognised through the revenue column of the Income Statement. Special dividends of a capital nature are recognised through the capital column of the Income Statement.
(E) EXPENSES AND FINANCE COSTS
All expenses are accounted for on an accruals basis. Expenses are charged through the Income Statement as follows:
-- transaction costs on the acquisition or disposal of an investment are
charged to the capital column of the Income Statement;
-- expenses are charged to the capital column of the Income Statement where
a connection with the maintenance or enhancement of the value of the
investment can be demonstrated, and accordingly:
-- during the year, AIFM and Portfolio Management fees are charged 95% to
the capital column of the Income Statement as the Directors expect that
in the long term virtually all of the Company’s returns will come from
capital;
-- during the year, loan interest is charged 95% to the capital column of
the Income Statement as the Directors expect that in the long term
virtually all of the Company’s returns will come from capital.
-- performance fees are charged 100% to the capital column of the Income
Statement. Performance fees are recognised as a liability of the Company
when they crystallise and become due for payment. Details of the
performance fee are set out on pages 45 and 46 of the Annual Report; and
-- all other expenses are charged to revenue column of the Income
Statement.
(F) TAXATION
In line with the recommendations of the SORP, the allocation method used to calculate tax relief on expenses presented against capital returns in the supplementary information in the Income Statement is the “marginal basis”. Under this basis, if taxable income is capable of being offset entirely by expenses presented in the revenue column of the Income Statement, then no tax relief is transferred to the capital column.
Investment trusts which have approval under Section 1158 Corporation Tax Act 2010 are not liable for taxation on capital gains.
Current tax is provided at the amounts expected to be paid or recovered.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the Balance Sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the Income Statement, except when it relates to items charged or credited directly to equity, or Other Comprehensive Income (OCI), in which case the deferred tax is also dealt with in equity or OCI respectively.
(G) FUNCTIONAL AND PRESENTATION CURRENCY
The financial information is shown in sterling, being the Company’s presentation currency. In arriving at the functional currency the Directors have considered the following:
(i) the primary economic environment of the Company;
(ii) the currency in which the original capital was raised;
(iii) the currency in which distributions would be made;
(iv) the currency in which performance is evaluated; and
(v) the currency in which the capital would be returned to shareholders on a break up basis.
The Directors have also considered the currency to which the underlying investments are exposed and liquidity is managed. The Directors are of the opinion that sterling best represents the functional currency.
(H) RESERVES
Ordinary share capital
-- represents the nominal value of the issued share capital.
Special reserve
This reserve was created upon the cancellation of the Share Premium Account on
Share premium account
-- represents the surplus of net proceeds received from the issue of new
shares over the nominal value of such shares. The Share premium account
is non-distributable.
Capital redemption reserve
-- a transfer will be made to this reserve on cancellation of the Company’s
own shares purchased, equal to the nominal value of the shares. This
reserve is non-distributable.
Capital reserves
The following are credited or charged to the capital column of the Income Statement and then transferred to the Capital Reserve:
-- gains or losses on disposal of investments;
-- exchange differences of a capital nature;
-- expenses allocated to this reserve in accordance with the above
policies;
-- increases and decreases in the valuation of investments held at
year-end; and
-- shares which have been bought back by the Company for cancellation.
Realised Capital Reserves, including the unrealised gains/losses from investments readily convertible to cash, are distributable by way of a dividend.
Revenue reserve
-- reflects all income and expenditure recognised in the revenue column of
the Income Statement. Amounts standing to the credit of the Revenue
Reserve are distributable by way of dividend.
(I) OPERATING SEGMENTS
IFRS 8 requires entities to define operating segments and segment performance in the financial statements based on information used by the Board of Directors. The Directors are of the opinion that the Company is engaged in a single segment of business, being the investment business. The results published in this report therefore correspond to this sole operating segment.
(J) FINANCIAL INSTRUMENTS INCLUDING DERIVATIVE FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised on the Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognised when the Company’s contractual right to the cash flows from the asset expires or substantially all the risks and rewards of ownership are transferred. Financial liabilities are derecognised when the contractual obligation is discharged, with gains and losses recognised in the income statement.
The Company uses derivative financial instruments, namely equity swaps and warrants. All derivative instruments are valued initially, and at subsequent reporting dates, at fair value in the Statement of Financial Position, with changes in fair value recognised in the Income Statement. The Company holds derivatives for investing purposes.
The equity swaps are accounted for as non-current assets or current liabilities.
(K) CASH AND CASH EQUIVALENTS
Cash and cash equivalents are defined as cash in hand, demand deposits and short-term deposits with a maturity of three months or less, highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value.
(L) ADOPTION OF NEW AND REVISED STANDARDS
Standards and amendments to existing standards effective
The Company has applied the following standards and amendments for the first time for its annual reporting period commencing
-- IAS 21 – Lack of exchangeability. The IASB issued amendments to IAS 21
The Effects of Changes in Foreign Exchange Rates to specify how an
entity should assess whether a currency is exchangeable and how it
should determine a spot exchange rate when exchangeability is lacking.
The amendments also require disclosure of information that enables users
of its financial statements to understand how the currency not being
exchangeable into the other currency affects, or is expected to affect,
the entity’s financial performance, financial position and cash flows.
This amendment did not have any impact on the amounts recognised in either current or prior years.
New standards, amendments and interpretations effective after
The below new amendment and interpretations will become effective for annual periods beginning after
-- IFRS 9 and IFRS 7 – Classification and measurement of financial
instruments (effective 1 January 2026 ).
The amendments address the following:
-- The classification of financial assets.
-- Provide guidance on the assessment of whether contractual cash flows are
consistent with a basic lending arrangement. It is primarily to address
stakeholder concerns on the classification of financial assets with
environmental, social and corporate governance (ESG) and similar
features.
-- Financial assets with non-recourse features: Clarify for a financial
asset has non-recourse features if an entity’s ultimate right to receive
cash flows is contractually limited to the cash flows generated by
specified assets.
-- Contractually linked instruments: Clarify the characteristics of
contractually linked instruments and some transactions that may contain
multiple debt instruments and appear to have the characteristics of
contractually linked instruments are in fact lending arrangements
structured to provide enhanced credit protection to the creditor.
-- Derecognition of liabilities settled through electronic payment systems:
When settling a financial liability in cash using an electronic payment system, it is permitted that an entity to deem the financial liability to be discharged before the settlement date if it meets certain specified criteria.
-- Disclosures:
Amend IFRS 7 Financial Instruments: Disclosures to introduce disclosure requirements related to investments in equity instruments designated at fair value through other comprehensive income and contractual terms that could change the amount of contractual cash flows.
-- Contracts Referencing Nature–dependent Electricity – Amendments to IFRS
9 and IFRS 7 (effective 1 January 2026 )
The amendments address the following:
-- Explanation of the meaning of “contracts referencing nature-dependent
electricity”.
-- Clarification of the “own-use” requirements in IFRS 9 with respect to
contracts referencing nature-dependent electricity.
Annual improvements to IFRS Accounting Standards – Volume 11
(effective
These annual improvements are part of the International Accounting Standards Board’s (IASB) routine maintenance process to clarify wording and correct minor inconsistencies without fundamentally changing accounting principles.
-- IFRS 18 – Presentation and disclosure in financial statements
(effective 1 January 2027 ). The IASB issued IFRS 18, which replaces
IAS 1 Presentation of Financial Statements. IFRS 18 introduces new
requirements for presentation within the statement of profit or loss,
including specified totals and subtotals. Furthermore, entities are
required to classify all income and expenses within the statement of
profit or loss into one of five categories: operating, investing,
financing, income taxes and discontinued operations, whereof the first
three are new. It also requires disclosure of newly defined
management-defined performance measures, subtotals of income and
expenses, and includes new requirements for aggregation and
disaggregation of financial information based on the identified ‘roles’
of the primary financial statements and the notes.
-- IFRS 19 – Subsidiaries without Public Accountability: Disclosures
(effective 1 January 2027 ).
-- provides reduced disclosure requirements;
-- that apply full IFRS recognition and measurement rules; and
-- for eligible subsidiaries.
The above amendments are not expected to have a material effect on the financial statements of the Company, with the exception of IFRS 18, but the Board will continue to assess the impact.
2. INCOME
2026 2025
£’000 £’000
Investment income
Overseas dividend income 290 964
Other income
Deposit interest 136 147
Total income 426 1,111
3. AIFM AND PORTFOLIO MANAGEMENT FEES
2026 2025
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
AIFM fee – Frostrow Capital 36 681 717 43 820 863
LLP
Portfolio management fee – 85 1,612 1,697 100 1,909 2,009
OrbiMed Capital LLC
121 2,293 2,414 143 2,729 2,872
During the financial year ended
As at
Further details of the AIFM fee, portfolio management fee and the performance fee basis can be found in the Report of the Directors.
4. OTHER EXPENSES
2026 2025
Total Total
£’000 £’000
Directors’ emoluments 181 201
Fees payable to the Company’s auditor for the audit of the 54 52
Company’s financial statements
Registrar fees 53 45
Depositary fees 43 52
Marketing and PR costs 84 86
Legal and professional fees^ 28 32
Broker fees 43 63
Listing fees 18 35
Printing costs 35 30
Other costs 117 175
Total expenses charged to Revenue 656 771
Professional fees charged to Capital* 59 16
Total expenses 715 787
^ Includes quarterly valuation fees in relation to the valuation of the unquoted investments.
* Professional fees in respect of acquisition of unquoted and pre-IPO investments and legal costs in relation to the cancellation of the Share Premium Account.
Details of the amounts paid to Directors are included in the Directors’ Remuneration Report.
5. FINANCE COSTS
2026 2025
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Loan facility interest 57 1,082 1,139 66 1,259 1,325
57 1,082 1,139 66 1,259 1,325
6. TAXATION
(A) FACTORS AFFECTING TOTAL TAX CHARGE FOR YEAR
Approved investment trusts are exempt from tax on capital gains made within the company.
The tax assessed for the year is lower than the standard rate of corporation tax in the
2026 2025
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Net (loss)/profit before (408) 130,695 130,287 131 (82,647) (82,516)
taxation
Corporation tax at 25% (102) 32,674 32,572 33 (20,662) (20,629)
(2025: 25%)
Effects of:
Non-taxable (gain)/loss on – (33,532) (33,532) – 19,661 19,661
investments
Non-taxable overseas (72) – (72) (241) – (241)
dividends
Overseas tax suffered 32 – 32 145 – 145
Excess expenses unused 174 858 1,032 208 1,001 1,209
Total taxation for the 32 – 32 145 – 145
year (see note 6(b))
(B) ANALYSIS OF CHARGE IN THE YEAR:
2026 2025
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Overseas tax suffered 32 – 32 145 – 145
Total taxation for the year 32 – 32 145 – 145
(C) PROVISION FOR DEFERRED TAX
No provision for deferred taxation has been made in the current or prior year.
The Company has not provided for deferred tax on capital profit or losses arising on the revaluation or disposal of investments, as it is exempt from tax on these items because of its status as an investment trust company.
At
A deferred tax asset of £24,328,000 (25% tax rate) (2025: £23,312,000 (25% tax rate)) arising as a result of these excess management expenses and other losses has not been recognised because the Company is not expected to generate sufficient taxable income in future periods in excess of the available deductible expenses. Given the composition of the Company’s portfolio, it is not likely that this asset will be used in the foreseeable future and therefore no asset has been recognised in the financial statements.
7. BASIC AND DILUTED EARNINGS/(LOSS) PER SHARE
2026 2025
Revenue Capital Total Revenue Capital Total
pence pence pence pence pence pence
Earnings/(loss) per share (1.9)p 559.9p 558.0p 0.0p (262.3)p (262.3)p
The total profit per share of 558.0p (2025: loss of 262.3p) is based on the total profit attributable to equity shareholders of £130,255,000 (2025: loss of £82,661,000).
The revenue loss per share 1.9p (2025: loss of 0.0p) is based on the revenue loss attributable to equity shareholders of £440,000 (2025: loss of £14,000). The capital gain per share of 559.9p (2025: loss of 262.3p) is based on the capital profit attributable to equity shareholders of £130,695,000 (2025: loss of £82,647,000).
The total profit per share is based on the weighted average number of shares in issue during the year of 23,341,371 (2025: 31,514,115).
There are no dilutive instruments issued by the Company (2025: none).
8. INVESTMENTS
As at
2026 2025
Derivative* Derivative
Quoted Financial Quoted Financial
Investments Unquoted Instruments Total Investments Unquoted Instruments Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Opening book 292,352 5,001 – 297,353 354,597 16,268 – 370,865
cost
Opening
investment (77,132) (2,807) 745 (79,194) 24,977 (1,130) (418) 23,429
holding
(losses)/gains
Valuation at 1 215,220 2,194 745 218,159 379,574 15,138 (418) 394,294
April
Movement in
the year
Purchases at 554,865 – 3,653 558,518 429,394 46 – 429,440
cost
Sales proceeds (617,923) – (4,301) (622,224) (533,092) – 2,550 # (530,542)
Transfer from – – – – (859) (13,408) – (14,267)
Transfer into – – – – 13,408 859 – 14,267
Net movement
in investment 128,573 (849) 9,006 136,730 (73,205) (441) (1,387) (75,033)
holding gains/
(losses)
Valuation at 280,735 1,345 9,103 291,183 215,220 2,194 745 218,159
31 March
Closing book
cost at 31 258,407 5,001 3,428 266,836 292,352 5,001 – 297,353
March
Investment
holding gains/ 22,328 (3,656) 5,675 24,347 (77,132) (2,807) 745 (79,194)
(losses) at 31
March
Valuation at 280,735 1,345 9,103 291,183 215,220 2,194 745 218,159
31 March
* includes warrant holdings (see note 9)
# sale of financial equity swaps. This has been shown as a positive movement due to the nature of the equity swap.
The sales proceeds of £622,224,000 (2025: £530,542,000) includes transaction costs of £1,097,000 (2025: £1,240,000). The book cost of these investments when they were purchased was £589,035,000 (2025: £502,952,000).
These investments have been revalued over time and until they were sold any unrealised gains/loss were included in the fair value of these investments.
GAINS/(LOSSES) ON INVESTMENTS
2026 2025
£’000 £’000
Gains/(losses) on investments 136,730 (75,033)
Transaction costs (2,140) (2,057)
Gains/(losses) on investments held at fair value through 134,590 (77,090)
profit or loss
The total transaction costs for the year were £2,140,000 (
9. DERIVATIVE FINANCIAL INSTRUMENTS
2026 2025
£’000 £’000
Warrants 9,103 –
Fair value of OTC equity swaps (assets)* – 745
Fair value of OTC equity swaps (liabilities)* – –
9,103 745
* There were no OTC equity swaps held at the year end.
(See note 1(J) for further details).
10. OTHER RECEIVABLES
2026 2025
£’000 £’000
Future settlements – sales 10,999 –
Prepayments and accrued income 64 17
11,063 17
11. CASH AND CASH EQUIVALENTS
2026 2025
£’000 £’000
Money market funds – 6,913
Current asset investments – 6,913
Cash at bank – 1,540
Cash and cash equivalents – 8,453
There was no cash held in the money market fund or at the bank at the year end.
12. OTHER PAYABLES
2026 2025
£’000 £’000
Future settlements – purchases 7,236 405
Amounts due to brokers in respect of shares repurchased by the – 4,336
Company for cancellation
Other creditors and accruals 768 682
8,004 5,423
13. ORDINARY SHARE CAPITAL
2026 2025
Number of Number of
Shares Shares
Allotted, issued and fully paid at 1 April 27,112,591 33,487,198
Shares bought back for cancellation during the year (7,183,277) (6,374,607)
At 31 March 19,929,314 27,112,591
2026 2025
£’000 £’000
Allotted, issued and fully paid shares of 25p 4,982 6,778
During the year 7,183,277 shares were bought back for cancellation for a consideration of £69,538,000 (2025: 6,374,607 shares were bought back for a consideration of £57,440,000).
14. NET ASSET VALUE PER SHARE
2026 2025
Net asset value per share 1,414.6p 815.9p
The net asset value per share is based on the net assets attributable to equity shareholders of £281,923,000 (2025: 221,206,000) and on 19,929,314 (2025: 27,112,591) shares in issue at
15. RISK MANAGEMENT POLICIES AND PROCEDURES
As an investment trust, the Company invests in equities and other investments for the long term in order to achieve its investment objective. In pursuing its investment objective, the Company is exposed to a variety of risks that could result in either a reduction or increase in the Company’s net assets or profits.
The Company’s financial instruments comprise securities and other investments, cash balances, debtors and creditors and a loan facility that arise directly from its operations (for example, in respect of sales and purchases awaiting settlement).
The main risks the Company faces from its financial instruments are (i) market price risk (comprising currency risk, interest rate risk and other price risk (i.e. changes in market prices other than those arising from interest rate or currency risk)), (ii) liquidity risk and (iii) credit risk. The Board also considers (iv) fair value measurement and (v) capital management.
The Board reviews and agrees policies regularly for managing and monitoring each of these risks.
OTC EQUITY SWAPS
The Company uses OTC equity swap positions to gain access to Chinese markets where the Company is not locally registered to trade directly. These swaps are revalued daily reflecting changes in the market value of the underlying equity. At the year end the Company did not hold any open equity swap contracts. See glossary for further details.
1. MARKET PRICE RISK:
The Company’s portfolio is exposed to fluctuations in market prices in the biotechnology sector and the regions in which it invests. Market-wide uncertainties which have recently caused increased volatility in the markets include the war in
The Company’s portfolio is exposed to market price fluctuations which are monitored by the AIFM and the Portfolio Manager in pursuance of the investment objective. Further information on the composition of the portfolio is set out on pages 8 and 9 of the Annual Report.
This market risk comprises three elements – foreign currency risk, interest rate risk and other price risk.
(a) Foreign currency risk:
The Company’s portfolio is denominated in currencies other than sterling (the Company’s functional currency, in which it reports its results). As a result, movements in exchange rates can significantly affect the sterling value of those items.
Management of the risk
The AIFM and the Portfolio Manager monitor the Company’s exposure to foreign currencies on a continuous basis and report to the Board regularly. The Company does not hedge against foreign currency movements to manage market price risk.
The Company does not use financial instruments to mitigate the currency exposure in the period between the time that the income is included in the financial statements and its receipt.
Foreign currency exposure
At the date of the Statement of Financial Position the Company held £274,096,000 (2025: £200,735,000) of investments denominated in
Foreign currency sensitivity
The fair value of the Company’s monetary items that have foreign currency exposure at
Where the Company’s equity investments (which are not monetary items) are priced in a foreign currency they are shown separately in the analysis as to show the overall level of exposure.
2026 2025
£’000 £’000
Sterling equivalent of U.S.$ and other non-sterling exposure
Current assets 10,999 8,475
Creditors (7,236) (405)
Spot currency contracts (1) (4,358)
Loan facility (non-sterling) (12,309) –
Foreign currency exposure on net monetary items (8,547) 3,712
Investments held at fair value through profit or loss 291,183 218,159
including derivative equity swap
Total net foreign currency exposure 282,636 221,871
The tables below show
the sensitivity of the Company’s profit or loss after taxation for the year (investment values) to a 10% increase and decrease in the value of sterling compared with the
The above percentages have been determined based on market volatility in exchange rates over the previous twelve months. The analysis is based on the Company’s foreign currency financial instruments held at each Statement of Financial Position date, after adjusting for an increase/decrease in the AIFM and portfolio management fees.
If sterling had weakened against the
2026 2025
£’000 £’000
Impact on revenue return – –
Impact on capital return 31,106 32,717
Total return after tax/effect on shareholders’ funds 31,106 32,717
If sterling had strengthened against the
2026 2025
£’000 £’000
Impact on revenue return – –
Impact on capital return (25,449) (13,189)
Total return after tax/effect on shareholders’ funds (25,449) (13,189)
(b) Interest rate risk:
Interest rate risk is the risk that the fair value of a financial instrument will fluctuate because of changes in market interest rates.
Interest rate exposure
The Company’s main exposure to interest rate risk is through its loan facility with
At the year end, financial assets and liabilities subject to interest rate risk were as follows:
Floating rate Floating rate
2026 2025
£’000 £’000
Loan facility with J.P. Morgan Securities LLC (12,319) –
Gross exposure on OTC equity swaps – 7,540
Total liabilities subject to interest rate risk (12,319) 7,540
Less cash held at Goldman Sachs and in a liquidity – 8,453
fund
Total net liabilities subject to interest rate (12,319 (913)
risk
Management of the risk
The level of borrowings is approved and monitored by the Board and the AIFM on a regular basis.
Interest rate sensitivity
The majority of the Company’s financial assets are equity shares and other investments which neither pay interest nor have a maturity date. The amount subject to interest rate risk as at
(c) Other price risk
Other price risk may affect the value of the quoted investments.
If market prices at the date of the Statement of Financial Position had been 20% higher or lower (2025: 20% higher or lower) while all other variables had remained constant, the return and net assets attributable to shareholders for the year ended
Other price risk exposure
2026 2025
Net Net
Assets Liabilities Fair Value Assets Liabilities Fair Value
£’000 £’000 £’000 £’000 £’000 £’000
Investments 282,080 – 282,080 217,414 – 217,414
Warrants 9,103 – 9,103 – – –
OTC equity – – – 745 – 745
swaps
291,183 – 291,183 218,159 – 218,159
The notional exposure of the OTC equity swaps calculated in accordance with AIFMR requirements, is £nil (2025: £8,286,000) see glossary for further details.
2. LIQUIDITY RISK:
At the year end, there were no cash or cash equivalents held by the Company. Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.
Management of the risk
Liquidity risk is not significant as the majority of the Company’s assets are investments in quoted equities that are readily realisable within one week, in normal market conditions. Stress tests have been performed to understand how long the portfolio would take to realise in such situations. The Board is comfortable that in such situations the Company would be able to meet its liabilities as they fall due. Short-term funding flexibility can be achieved through the use of the loan facility. The maximum amount of gearing permitted by the Board is 20% of net assets which equated to £56,385,000 at the year end (2025: £44,241,000).
The Board gives guidance to the Portfolio Manager as to the maximum amount of the Company’s resources that should be invested in any one company.
Liquidity exposure and maturity
Contractual maturities of the financial liabilities as at
2026 2026 2025 2025
3 months 3 to 3 months 3 to
or less 12 months or less 12 months
£’000 £’000 £’000 £’000
Loan facility (repayable on demand) 12,319 – – –
Future settlements 7,236 – 405 –
Derivative – OTC equity swaps – – – –
Other creditors and accruals 768 – 5,018 –
20,323 – 5,423 –
3. CREDIT RISK:
Credit risk is the risk of failure of a counterparty to discharge its obligations resulting in the Company suffering a loss.
As at
† See glossary.
Management of the risk
The risk is not significant and is managed as follows:
J.P. Morgan
-- by receiving and reviewing regular updates from the Custodian and Prime
Broker and the Depository.
-- by reviewing their Internal Control reports and regularly monitoring
J.P. Morgan’s credit rating. J.P. Morgan has a credit rating of Aa3
(Moody’s), AA- (S&P) and AA (Fitch).
-- by reviewing on a monthly basis assets which are available for
rehypothecation.
Other counterparties
-- by only dealing with brokers which have been approved by OrbiMed Capital
LLC and banks with high credit ratings such as Goldman Sachs
International which has a credit rating of A1 (Moody’s), A+ (S&P) and
AA- (Fitch);
-- by investing in markets that mainly operate DVP (delivery versus
payment) settlement.
-- all cash balances are held with approved counterparties. J.P. Morgan is
the Custodian of the Company’s assets and all assets are segregated from
J.P. Morgan’s own assets.
At
4. FAIR VALUE MEASUREMENT
Hierarchy of investments
As required under IFRS 13 “Fair Value Measurement”, the Company has classified its financial assets designated at fair value through profit or loss using a fair value hierarchy that reflects the significance of the inputs used in making the fair value measurements. The hierarchy has the following levels:
-- Level 1 – quoted prices (unadjusted) in active markets for identical
assets or liabilities;
-- Level 2 – inputs other than quoted prices included with Level 1 that are
observable for the asset or liability, either directly (i.e. as prices)
or indirectly (i.e. derived from prices) such as volatilities; and
-- Level 3 – inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
Level 1 Level 2 Level 3 Total
As of 31 March 2026 £’000 £’000 £’000 £’000
Assets 280,735 – 1,345 282,080
Derivatives: warrants – 9,103 – 9,103
Financial investments held at fair value 280,735 9,103 1,345 291,183
through profit or loss
Level 1 Level 2 Level 3 Total
As of 31 March 2025 £’000 £’000 £’000 £’000
Assets 215,220 – 2,194 217,414
Derivatives: equity swap (assets) – 745 – 745
Financial investments held at fair value 215,220 745 2,194 218,159
through profit or loss
As at
At
-- New Horizon Health ;
-- Gracell Biotechnology CVRs; and
-- StemiRNA.
Gracell Biotechnology CVR has been valued by Kroll using the PWERM.
StemiRNA entered into liquidation during the year and is valued at £nil at the year end.
At
-- C4 Therapeutics*
-- Cybin Inc*
-- Immunic Therapeutics*
-- Milestone Pharmaceuticals
* do not have a fixed expiration date.
Three of the warrants held (C4 Therapeutics, Cybin Inc and Immunic Therapeutics) do not have a fixed expiration date and have been valued based on OrbiMed’s best estimate of future expiration date as at
If the future expiration date was estimated at reasonably possible alternatives, the fair value of the warrants would increase by £1.7m at the year end.
Level 3 Reconciliation
Please see below a reconciliation disclosing the changes during the year for the financial assets and liabilities designated at fair value through profit or loss classified as being Level 3. There has been no transfer between fair value hierarchy levels.
2026 2025
£’000 £’000
Assets
As at 1 April 2,194 15,138
Purchase of unquoted investments – 46
Sale of unquoted investment – –
Transfer to level 1 – (13,408)
Transfer to level 3 – 859
Net movement in investment holding gains during the year (849) (441)
Assets as at 31 March 1,345 2,194
FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES:
Financial assets and financial liabilities are either carried in the Statement of Financial Position at their fair value or at a reasonable approximation of fair value.
5. CAPITAL MANAGEMENT
The Company’s capital management objectives are:
-- to ensure that it will be able to continue as a going concern; and
-- to maximise the total return to its equity shareholders.
The Board’s policy is to limit gearing to a maximum of 20% of the Company’s net assets.
The capital structure of the Company consists of the equity share capital, retained earnings and other reserves shown in the Statement of Financial Position.
Shares may be repurchased by the Company as explained on pages 23 and 24 of the Annual Report.
The Company’s objectives, policies and processes for managing capital are unchanged from the preceding accounting period.
16. TRANSACTIONS WITH RELATED PARTIES
The Directors of the Company are considered to be related parties.
Details of the remuneration of the Directors of the Company can be found on page 58 of the Annual Report.
17. TRANSACTIONS WITH THE MANAGERS
-- Frostrow Capital LLP
-- OrbiMed Capital LLC
Details of the relationship between the Company and
The Company holds an interest in
Three current and two former partners at
18. CAPITAL RESERVE
2026 2025
Capital Capital
Reserves Reserves
Investment Investment
holdings holdings
gains/ gains/
Other (losses) Total Other (losses) Total
£’000 £’000 £’000 £’000 £’000 £’000
At 1 April 197,998 (79,194) 118,804 235,358 23,533 258,891
Net gains/
(losses) on 31,049 103,541 134,590 25,637 (102,727) (77,090)
investments
Foreign exchange (461) – (461) (1,553) – (1,553)
losses
Expenses charged (3,434) – (3,434) (4,004) – (4,004)
to capital
Repurchase of
own shares for (69,538) – (69,538) (57,440) – (57,440)
cancellation
At 31 March 155,614 24,347 179,961 197,998 (79,194) 118,804
Sums within the Total Capital Reserve less unrealised gains (those on investments not readily convertible to cash) are available for distribution. Investment holding gains in the table above are unrealised. The value of investments not readily convertible to cash amount to £1,345,000 (2025: £2,194,000).
19. SUBSEQUENT EVENTS
Subsequent to the Company’s year end, the net asset value per share of the Company had risen by 3.9% from 1,414.6p to 1,469.2p and the Company’s share price had risen by 4.1%% from 1,260.0p to 1,312.0p as at
The figures and financial information for 2025 are extracted from the published Annual Report for the year ended
The figures and financial information for 2026 are extracted from the Annual Report for the year ended
ANNOUNCEMENT ENDS
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