REG - IP Group PLC - Half Yearly Report <Origin Href="QuoteRef">IPO.L</Origin> - Part 1
RNS Number : 1138VIP Group PLC05 August 2015
FOR RELEASE ON
5 August 2015
("IP Group" or "the Group" or "the Company")
Half-yearly results
IP Group plc (LSE: IPO), the developer of intellectual property-based businesses, today announces its half-yearly results for the six months ended 30 June 2015.
HALF YEAR HIGHLIGHTS
Financial and operational update
- Net assets excluding intangibles and the Oxford equity rights asset increased to 700.6m (HY14: 449.4m; FY14: 451.3m)
- Adjusted profit before tax of 70.1m (HY14: 15.0m; FY14: 16.2m), excluding amortisation of intangible assets and reduction in fair value of Oxford Equity Rights asset of 3.7m (HY14: 2.4m; FY14: 6.7m)
- 178.8m (net of expenses) raised through the issue of new equity capital
- Acquisition of a strategic holding in Oxford Sciences Innovation plc, broadening the Group's exposure to spin-out companies from the University of Oxford
- Modern Biosciences plc reached the first development-related milestone in its agreement with Janssen Biotech, Inc.
- Two further spin-out companies created in the US; the Group has now formed its first spin-out company from each of Columbia, Pennsylvania and Princeton universities
- Net cash and deposits at 30 June 2015: 219.6m (HY14: 122.6m; FY14: 97.3m).
Portfolio update
- Fair value of portfolio: 478.2m (HY14: 319.6m; FY14: 349.9m)
- Capital provided to portfolio companies and projects: 55.1m (HY14: 14.9m; FY14: 46.8m)
- Portfolio realisations: 0.4m (HY14: 3.3m; FY14: 9.7m)
- Group's portfolio companies raised approximately 80m of new capital during the half year
- Oxford Nanopore Technologies Limited held well-received "London Calling" conference and launched PromethION Early Access Programme
- Diurnal Limited made significant progress with its primary lead products for the treatment of chronic endocrine diseases
- Tissue Regenix Group plc and Actual Experience plc completed funding rounds of 20m and 15.2m respectively.
Post-period-end update
- 30m, 8-year debt facility secured from the European Investment Bank, representing an additional source of long-term capital and an evolution in the Group's capital structure
- Oxford Nanopore Technologies Limited and Avacta Group plc completed funding rounds of 70m and 22m respectively
- Elaine Sullivan, appointed as Non-executive Director, brings further life sciences expertise to the Board.
Commenting on the Group's half-yearly results, Alan Aubrey, Chief Executive Officer of IP Group, said:
"The Group has had an extremely active and successful first half with a number of our portfolio companies having made significant advances. We were particularly proud to be a cornerstone investor in Oxford Sciences Innovation plc while Modern Biosciences plc reached the first development-related milestone in its agreement with Janssen Biotech, Inc. The Group is also making solid progress in the US and has now formed its first spin-out company from each of the three universities we are working with there.
Having strengthened the Group's balance sheet with more than 200m of available capital, IP Group is well placed to continue its strategy of supporting compelling opportunities both in the UK and the US. Our performance during the year so far, combined with the Group's pipeline of exciting opportunities and strong cash and financial position, means we are able to look to the second half of the year with confidence."
For more information, please contact:
IP Group plc
Alan Aubrey, Chief Executive Officer
Greg Smith, Chief Financial Officer
Liz Vaughan-Adams, Communications+44 (0) 20 7444 0050
FTI Consulting
James Melville-Ross/Simon Conway/
Victoria Foster Mitchell+44 (0)20 3727 1000
Further information on IP Group is available on our website: www.ipgroupplc.com
This half-yearly results release may contain forward-looking statements. These statements reflect the Board's current view, are subject to a number of material risks and uncertainties and could change in the future. Factors that could cause or contribute to such changes include, but are not limited to, the general economic climate and market conditions, as well as specific factors relating to the financial or commercial prospects or performance of individual portfolio companies within the Group's portfolio of investments.
Throughout this half-yearly results release the Group's holdings in portfolio companies reflect the undiluted beneficial equity interest excluding debt, unless otherwise explicitly stated.
INTERIM MANAGEMENT REPORT
SUMMARYIP Group is passionate about evolving great ideas into world-changing businesses and we achieve this by systematically helping to create, build and support outstanding intellectual property-based companies. Our aim is to provide attractive returns over the long term for our shareholders and other stakeholders. The Group has had an active year so far in 2015 and many companies within its portfolio have made positive progress during this period.
At 30 June 2015, the fair value of the Group's 96 portfolio companies increased to 478.2m (HY14: 319.6m), reflecting a net unrealised fair value gain of 73.7m. This includes an increase in the fair value of the Group's holding in Oxford Nanopore Technologies Limited (50.3m) based on the significant commercial and technical progress made by the company during 2015 corroborated by its 70m financing round that completed shortly after the period end. Many of the Group's portfolio companies continued to achieve significant milestones during the period, as detailed in the portfolio review. Modern Biosciences plc ("MBS"), the Group's drug-discovery subsidiary, also performed well and achieved the first development-related milestone in its agreement with Janssen Biotech, Inc., triggering the associated gross milestone payment of 3m. The goal of the collaboration is to develop new drugs for the treatment of rheumatoid arthritis and the agreement could be worth up to 176m in milestone payments plus royalties.
The Group regularly reviews its capital structure to ensure that it is able to continue to support its existing portfolio and new opportunities in all of its sectors in both the UK and the US. During the first half of the year, the Group completed two significantly oversubscribed issues of new equity capital: the first, in March, raised 124.9m (net of expenses) and the second, in May, raised net proceeds of approximately 53.9m. The majority of the proceeds from the second capital raise were used to acquire a strategic shareholding in Oxford Sciences Innovation plc, as described further below. In addition, in July, the Group secured a 30m, 8-year debt facility from the European Investment Bank ("EIB"), having fulfilled a number of criteria set by the EIB in order to obtain this funding. This additional long-term capital will allow the Group to continue to work with leading UK universities and commercialise the outstanding intellectual property that emanates from their scientific research.
In May, the Group announced that it had acquired a strategic shareholding in Oxford Sciences Innovation plc ("OSI"), thereby broadening the Group's exposure to spin-out companies from the University of Oxford. OSI is a newly formed company that, for a minimum of 15 years, will be the contractually preferred partner of the University of Oxford and its wholly owned subsidiary, Isis Innovation Limited, to provide capital to, and develop, spin-out companies based on research from the University of Oxford's Mathematical, Physical and Life Sciences Division and its Medical Sciences Division. In June, OSI completed the second round of its fundraising and announced that it had raised a total amount of 320m. IP Group participated in the initial round, along with other cornerstone investors, committing 40m of funding for an undiluted beneficial equity holding of 11.8%. Alan Aubrey, the Group's Chief Executive Officer, is a non-executive director of OSI.
For the six months to 30 June 2015, the Group deployed a total of 55.1m of capital (HY14: 14.9m) into its portfolio companies and projects, including the 40m committed to OSI. During the first half of 2015, a number of quoted and unquoted companies in the Group's portfolio announced financing rounds and this fundraising activity has continued since the period end. Excluding OSI, the Group deployed 15.1m of capital into 31 portfolio companies and projects during the period (HY14: 14.9m capital; 29 opportunities).
In the US, the Group continued to make good progress and it has now formed spin-out companies from each of the three universities with which it has a pilot commercialisation agreement. During the period, the Group took significant minority stakes in Uniformity Labs, Inc. (Princeton University), which is developing equipment, materials and software for 3D printing; and in AptaCo, Inc. (Columbia University), which is developing an aptamer-based biosensing platform that is capable of providing rapid and accurate diagnostic information essential to the management of a wide range of conditions. The Group agreed to provide initial capital of up to $1.5m and $1.0m to each company respectively; this capital will be provided in tranches subject to successful attainment of commercial and technical milestones. Exyn Technologies Inc., which is the Group's first spin-out company from the University of Pennsylvania and has developed software to control multi-sensory including rotorcraft micro aerial vehicles as well as communication between flying vehicles, received seed financing from the Group in 2015.
In March, Mike Humphrey, who has been a member of the Group's Board since 2011, was appointed as Non-executive Chairman of the Board, replacing Dr Bruce Smith CBE who stepped down after 12 years with the Group. In July, Dr Elaine Sullivan was appointed to the Board as Non-executive Director. Dr Sullivan has over 25 years' international experience in the pharmaceutical industry, including roles with Eli Lilly and AstraZeneca, and is currently chief executive officer of Carrick Therapeutics, a specialist oncology company that she founded in early 2015.
Outlook
In the UK, the sector in which the Group operates has continued to attract a number of new entrants resulting in more available capital, and therefore competition, to fund and support innovation and commercialisation opportunities. The Group has partnerships with 15 of the UK's and 3 of the US's leading research universities and a sector-balanced portfolio valued at 478.2m that has grown and evolved as a result of IP Group's proven ability to source and develop innovation into successful businesses over the long term. The Group continues to see opportunities for increased capital deployment within its existing portfolio and has a healthy pipeline of new and potential businesses. These factors, combined with a strong cash position of 219.6m, mean the Group is well-positioned to respond effectively to, and capitalise on, opportunities in the second half of the year.
Portfolio review
Overview
During the six months ended 30 June 2015, the value of the Group's portfolio increased to 478.2m (HY14: 319.6m; FY14: 349.9m), reflecting a net unrealised fair value gain of 73.7m, and consisted of interests in 96 companies (HY14: 86; FY14: 90). During the period, the Group provided capital to portfolio companies totalling 55.1m (HY14: 14.9m; FY14: 46.8m) and made total cash realisations of 0.4m (HY14: 3.3m; FY14: 9.7m).
A summary of the gains and losses across the portfolio is as follows:
For the
six months
ended
30 June
2015
m
For the
six months
ended
30 June
2014
m
For the
year
ended
31 December
2014
m
Unrealised increases in fair value of equity and debt investments
84.2
30.8
63.2
Unrealised decreases in fair value of equity and debt investments
(10.5)
(13.0)
(42.5)
Net unrealised fair value gains
73.7
17.8
20.7
(Loss)/profit on disposals of equity investments
(0.1)
1.3
1.6
Change in fair value of limited and limited liability partnership interests
0.9
0.2
0.5
Total
74.5
19.3
22.8
Unrealised increases in the fair value of equity and debt investments principally arose from an increase in the fair value of unquoted Oxford Nanopore Technologies Limited (50.3m), which was recorded in recognition of a number of key commercial and technical developments corroborated by the financing round that closed on 21 July 2015, as well as the increases in the share prices of AIM-listed Xeros Technology Group plc (8.3m), Avacta Group plc (8.0m) and hVIVO plc1 (7.2m). These unrealised gains were partially offset by the fair value reductions in the Group's interests in unquoted companies Oxtox Limited (2.0m) and Azuri Technologies Limited (1.2m), as well as the decrease in the share price of AIM-listed Modern Water plc (1.0m).
1 Formerly known as Retroscreen Virology Group plc
Investments and realisations
During the first half of 2015, the Group deployed 55.1m of capital into 32 portfolio companies and projects (HY14: 14.9m, 29; FY14: 46.8m, 51). The majority of the capital (40.0m) was invested in the newly-formed OSI. The Group provided initial seed or incubation capital to six opportunities (HY14: five; FY14: ten). The Group exited its interest in two companies (HY14: three; FY14: four) and realised total cash proceeds during the period of 0.4m (HY14: 3.3m; FY14: 9.7m).
The Group continues to support its most promising businesses, while identifying and backing new opportunities, and in so doing has deployed an average level of capital per company of 0.5m during the period (HY14: 0.4m; FY14 0.8m) excluding the Group's participation in the OSI financing. Including OSI, the average level of capital deployed per company is 1.7m.
Portfolio analysis - by sector
The Group's portfolio consists of companies operating in four key sectors, being Healthcare, Technology, Cleantech and Biotech, as well as companies operating across all of these sectors. An analysis of the portfolio by sector is as follows:
Sector
As at 30 June 2015
As at 31 December 2014
Fair value
Number
Fair Value
Number
m
%
%
m
%
%
Healthcare1
264.8
55%
31
32%
204.7
59%
30
33%
Technology
71.8
15%
27
28%
58.6
17%
25
28%
Cleantech
62.0
13%
20
21%
56.2
16%
18
20%
Biotech1
34.2
7%
14
15%
24.8
7%
14
16%
Multiple sectors
45.4
10%
4
4%
5.6
1%
3
3%
478.22
100%
96
100%
349.92
100%
90
100%
1 Avacta Group plc reclassified from Healthcare to Biotech; 2014 comparatives have been restated.
2 Total fair value includes 4.5m (FY14: 4.2m) attributable to minority interests represented by third party limited partners in the consolidated fund, IPVFII.Healthcare
Company name
Description
Quoted/
Unquoted
Group
stake at
30 June
2015
%
Fair value
of Group
holding at
31 December
2014
m
Six months to
30 June 2015Fair value
of Group
holding at
30 June
2015
m
Net
investment/
(divestment)
m
Fair value
movement
m
Oxford Nanopore Technologies Limited
Single-molecule detection. 1st application in 3rd generation DNA sequencing ("$1000 genome")
Unquoted
19.9%
128.3
0.4
50.3
179.0
hVIVO plc1
Viral challenge and "virometrics" specialist ("conquering viral disease")
Quoted
17.4%
28.4
-
7.2
35.6
Tissue Regenix Group plc
Regenerative dCELL soft tissue body parts
Quoted
13.6%
18.0
2.5
(0.9)
19.6
Alesi Surgical Limited
Medical devices to improve the safety and efficiency of laparoscopic surgery
Unquoted
58.9%
3.9
1.4
1.2
6.5
Genomics plc
Platform for analysis and interpretation of genomic sequence data
Unquoted
18.6%
4.8
-
-
4.8
Other companies (26 companies)
18.6
1.1
(3.4)
16.3
Value not attributable to equity holders
2.7
0.3
-
3.0
Total2
204.7
5.7
54.4
264.8
1 Formerly known as Retroscreen Virology Group plc.
2 Avacta Group plc reclassified from Healthcare to Biotech; 2014 comparatives have been restated.
The value of the Group's holdings in healthcare companies significantly increased during the period, with the value of the 31 companies increasing to 264.8m (FY14: 204.7m - restated following the reclassification of Avacta Group plc to the Biotech Sector). Significant developments included:
Oxford Nanopore Technologies Limited ("Oxford Nanopore"), a spin-out company from the University of Oxford specialising in nanopore-based electronic molecular analysis systems, announced on 21 July 2015 that it had closed a significantly oversubscribed 70m fundraising. Funds from the financing will be used to support improvements to Oxford Nanopore's existing range of products and services and to further develop and expand its innovative pipeline. Manufacturing and commercial activities will also be expanded. Oxford Nanopore's handheld device, MinION, is commercially available and registration has opened to access its high throughput/high sample number PromethION.
During the period, Oxford Nanopore announced a number of key commercial and technical developments, including the publication by MinION users of a number of applications, methods and tools; pricing for products and services aimed at low total-cost-of-ownership DNA sequencing (or other analyses); and the development and provision of products and services to simplify all parts of the nanopore-based molecular analysis workflow. These include VolTRAX for automated, programmable sample preparation and Metrichor for cloud-based analyses. The significance of these developments, coupled with the advanced status of the financing as at the period end that included final-form legal documentation having been circulated to new and existing investors, led the Group to revalue its holding in Oxford Nanopore to 179.0m, a net increase of 50.3m. Subsequent to the completion of the July 2015 financing round, the Group's interest in Oxford Nanopore will remain 19.9% and will have a fair value of 192.9m.
In January, Tissue Regenix Group plc ("Tissue Regenix"), the regenerative medical devices company, raised approximately 20m (before expenses) through a placing of new ordinary shares with both new and existing institutional shareholders. Tissue Regenix has patented "dCELL" technology that uses animal and human tissue to create a tissue scaffold, which can be used to repair diseased or worn out body parts.The proceeds of the placing will be primarily used for the development and launch of new products, including applications for meniscus repair, ligament repair and heart valve replacement, and to expand the direct salesforce for DermaPure in the US. The Group committed 2.5m to the placing and its resultant 13.6% interest had a fair value of 19.6m at 30 June 2015.
In March, Genomics plc, the Oxford-based genome analytics company, announced it had won 2m in the Small Business Research Initiative competition "Enabling Technologies for Genomics Sequence Data Analysis and Interpretation". This represents the third and largest award to Genomics plc under this scheme and it is the only company to have received three such awards. In April, Genomics plc announced a collaborative agreement with Eisai Co., Ltd, a research-based pharmaceutical company, to use Genomics plc's sophisticated statistical analyses of large-scale multi-phenotype genetic association data to inform Eisai's drug discovery process, including target selection, target validation, indication selection and repositioning.
Technology
Company name
Description
Quoted/
Unquoted
Group
stake at
30 June
2015
%
Fair value
of Group
holding at
31 December
2014
m
Six months to
30 June 2015Fair value
of Group
holding at
30 June
2015
m
Net
investment/
(divestment)
m
Fair value
movement
m
Actual Experience plc
Optimising the human experience of networked applications
Quoted
25.2%
14.1
1.5
3.1
18.7
Tracsis plc
Resource optimisation software for the transport industry
Quoted
10.5%
11.3
-
0.1
11.4
Applied Graphene Materials plc
Producer of speciality graphene materials
Quoted
20.3%
6.2
-
2.3
8.5
Getech Group plc
Gravitational and magnetic data services for the oil, gas and mining industries
Quoted
23.4%
2.7
-
1.1
3.8
Arkivum Limited
Preservation and management of digital data
Unquoted
44.9%
2.7
0.7
0.2
3.6
Other companies (22 companies)
21.3
3.5
0.5
25.3
Value not attributable to equity holders
0.3
0.2
-
0.5
Total
58.6
5.9
7.3
71.8
The fair value of the Group's holdings in technology companies saw a solid increase during the period, with the value of the 27 companies increasing to 71.8m (FY14: 58.6m). Significant developments included:
Actual Experience plc, an "analytics-as-a-service" spin-out from Queen Mary University of London which listed on AIM in February 2014, raised a further 15.2m (before expenses) through a placing in June. Actual Experience has developed a proprietary cloud analytics offering, which can provide both historical and real-time analysis to customers to enable them to pinpoint quality issues within their digital supply chain and subsequently improve the digital quality of their product or service, and thus improve their digital brand. The proceeds of the placing will be primarily used to establish client-facing teams in Europe and North America, including channel development and support; to increase the size and skill base of the company's technology development team; to strengthen the company's balance sheet; and to fund the company's working capital requirements for the foreseeable future. The Group committed 1.5m to the June placing.
Applied Graphene Materials plc ("AGM"), the producer of speciality graphene materials, announced positive preliminary results in two separate independent trials; one testing the performance of graphene-reinforced polyurethane coatings, using graphene produced by AGM, and one testing the performance of base oils enhanced using graphene, also produced by AGM. In addition, AGM announced in June that it had received patent approval from the Japanese Patent Office in respect of its graphene production process.
Getech Group plc ("Getech"), the geoscience business specialising in the provision of data, studies and services to the oil, gas and mining exploration sectors, announced its interim results for the six months to 31 January 2015, which included a 16% increase in revenue and a 200% increase in profit before tax. In April, Getech completed its acquisition of the entire issued share capital of ERCL Limited, an upstream oil and gas consultancy, for an initial cash payment of 1.8m and issue of 2,176,630 ordinary shares. Getech also announced during the period a further significant multi-year contract with a major national oil company.
Cleantech
Company name
Description
Quoted/ Unquoted
Group
stake at
30 June
2015
%
Fair value
of Group
holding at
31 December
2014
m
Six months to
30 June 2015Fair value
of Group
holding at
30 June
2015
m
Net
investment/
(divestment)
m
Fair value
movement
m
Xeros Technology Group plc
Polymer bead cleaning systems
Quoted
11.9%
13.8
-
8.3
22.1
Ceres Power Holdings plc
Ceramic fuel cell technology for distributed generation
Quoted
23.5%
16.4
-
(0.2)
16.2
Seren Photonics Limited
Ultra high brightness LEDs
Unquoted
66.3%
3.7
0.6
(0.1)
4.2
Ilika plc
Development of new materials for energy and electronics applications
Quoted
7.5%
4.8
-
(1.0)
3.8
Magnomatics Limited
Contactless, lubricant-free magnetic gear systems
Unquoted
51.9%
3.5
-
0.1
3.6
Other companies (15 companies)
12.8
1.1
(2.9)
11.0
Value not attributable to equity holders
1.2
0.1
(0.2)
1.1
Total
56.2
1.8
4.0
62.0
The Group's holdings in cleantech companies experienced a modest unrealised increase in fair value during the period, with the value of these 20 companies increasing to 62.0m (FY14: 56.2m). Significant developments included:
Xeros Technology Group plc ("Xeros"), the developer of an innovative patented polymer bead cleaning technology, announced in April that it had completed 54 installations of its commercial laundry system with a further 69 committed installations, had signed 13 incentive programmes with US utility firms for the energy and water savings achieved using Xeros' systems, and had signed 61 forward channel partners in North America, significantly expanding its sales and service capabilities. The company also announced plans for the release of a 15kg smaller machine prototype by the end of 2015 and a joint development programme with LANXESS Deutschland GmbH, a global speciality chemicals business, for leather bead processing technology.
Ceres Power Holdings plc has highlighted a number of significant operational developments during the first half of 2015, including that early test results have shown an increase of greater than 40% in the overall power density of its Steel Cell technology; that ongoing testing in South Korea with partner KD Navien is nearing completion and meeting all targets; and that the results from its joint development agreement with a leading Japanese power system company had met initial performance targets, leading to discussions on extending the relationship further.
Biotech
Company name
Description
Quoted/ Unquoted
Group
stake at
30 June
2015
%
Fair value
of Group
holding at
31 December
2014
m
Six months to
30 June 2015Fair value
of Group
holding at
30 June
2015
m
Net
investment/
(divestment)
m
Fair value
movement
m
Avacta Group plc1
Bio-therapeutic affimer technology
Quoted
26.9%
8.4
-
8.0
16.4
Diurnal Limited
Novel treatments of hormone deficiency
Unquoted
51.7%
10.1
1.1
-
11.2
Absynth Biologics Limited
Vaccines and therapeutic antibodies based on bacterial antigens
Unquoted
45.0%
1.8
-
-
1.8
Glythera Limited
Biological therapeutics development using glycosylation technologies
Unquoted
32.2%
1.3
0.2
-
1.5
Karus Therapeutics Limited
Inflammatory disease and cancer
Unquoted
8.6%
1.5
-
-
1.5
Other companies (9 companies)
1.7
-
0.1
1.8
Value not attributable to equity holders
-
-
-
-
Total1
24.8
1.3
8.1
34.2
1 Avacta Group plc reclassified from Healthcare to Biotech; 2014 comparatives have been restated.
The fair value of the Group's holdings in biotech companies experienced a modest unrealised increase in fair value during the period, with the value of these 14 companies increasing to 34.2m (FY14: 24.8m, restated following the reclassification of Avacta Group plc from Healthcare to Biotech). Significant developments included:In February, Avacta Group plc ("Avacta") announced the completion of the sale of the trade and selected assets of its Optim product to Unchained Labs Inc., for up to $5m in cash, with $3.5m being received as an initial consideration and the remainder dependent on future sales performance. In March, the company announced that it had entered into a commercial partnership with PhoreMost Limited, to discover and commercialise new drug targets, Affimer reagents and therapeutics. Following the period end, Avacta announced a 22m placing (before expenses) to fund the accelerated development of its new bio-therapeutic Affimers platform to potentially address a c.$85bn market opportunity.
Diurnal Limited ("Diurnal") continued to make progress with both its primary lead products, Chronocort and Infacort. Chronocort is being developed to treat the rare disease Congenital Adrenal Hyperplasia ("CAH"). CAH occurs when the body is unable to produce cortisol, an essential hormone for regulating metabolism and responding to stress. In March 2015, Diurnal was granted Orphan Drug designation by the US Food and Drug Administration for Chronocort, which affords Diurnal seven years of market exclusivity after the award of marketing authorisation in the US, and follows a similar designation already granted by the European Medicines Agency. In the same month, Diurnal commenced a Phase 3 trial of its paediatric product, Infacort, which is being developed for the treatment of paediatric adrenal insufficiency. Following these announcements, the Group exercised its option to instigate a further 2.0m financing round in Diurnal, in which the Group contributed 1.1m.
Portfolio analysis - by investment stage
At 30 June 2015, the Group's portfolio fair value of 478.2m comprises holdings in businesses that are distributed across stages of maturity as follows:
Company stage
As at 30 June 2015
As at 31 December 2014
Fair value
Number
Fair Value
Number
m
%
%
m
%
%
Incubation projects
2.3
1%
18
19%
0.9
-
13
13%
Seed businesses
17.1
4%
25
26%
16.0
5%
25
29%
Post-seed unquoted businesses
289.3
60%
34
35%
194.8
56%
33
37%
Post-seed quoted businesses
169.5
35%
19
20%
138.2
39%
19
21%
All portfolio businesses
478.21
100%
96
100%
349.91
100%
90
100%
1 Total fair value includes 4.5m (FY14: 4.2m) attributable to minority interests represented by third party limited partners in the consolidated fund, IPVFII.
Incubation opportunities comprise businesses or pre-incorporation projects that are generally at a very early stage of development. Opportunities at this stage usually involve capital of less than 200,000 from IP Group, predominantly allowing for proof of concept work to be carried out. Incubation projects generally have a duration of nine to eighteen months, following which the opportunity is progressed to seed financing, terminated or retained at the pre-seed stage for a further period to allow additional proof of concept work to be carried out. Seed businesses are those that have typically received financing of up to 1m in total, primarily from the Group, in order to continue to progress towards agreed commercial and technology milestones and to enable the recruitment of management teams and early commercial engagement.
Post-seed businesses are those that have received some level of further funding from co-investors external to the Group, with total funding received generally in excess of 1m. Although each business can vary significantly in its rate and manner of development, such additional funding is generally used to progress towards key milestones and commercial validation, to build senior level capability in the business and to attract experienced non-executive directors to their boards. This category is further broken down into post-seed private and post-seed quoted companies. Post-seed quoted companies consist of companies quoted on either AIM or the ISDX markets.
Cash investment analysis by company stage
For the six
months ended
30 June 2015
m
For the six
months ended
30 June 2014
m
For the
year ended
31 December 2014
m
Incubation projects
1.1
1.0
0.8
Seed businesses
2.4
3.5
8.2
Post-seed unquoted businesses
47.5
5.0
22.3
Post-seed quoted businesses
4.1
5.4
15.5
Total
55.1
14.9
46.8
Cash proceeds from sales of equity investments
0.4
3.3
9.7
Financial and operational review
Consolidated statement of comprehensive income
A summary analysis of the Group's performance is provided below:
For the
six months
ended
30 June
2015
m
For the
six months
ended
30 June
2014
m
For the
year
ended
31 December
2014
m
Net portfolio gains
74.5
19.3
22.8
Licensing income
3.1
-
3.0
Other income
1.3
1.2
2.6
Change in fair value of Oxford Equity Rights asset
(0.7)
(0.9)
(1.8)
Amortisation of intangible assets
(3.0)
(1.5)
(4.9)
Administrative expenses - Modern Biosciences
(1.8)
(0.3)
(1.9)
Administrative expenses - all other businesses
(7.6)
(4.4)
(9.8)
Cost incurred in the acquisition of subsidiary
-
(1.0)
(1.1)
Finance income
0.6
0.2
0.6
Profit and total comprehensive income for the period
66.4
12.6
9.5
Net portfolio gains consist primarily of realised and unrealised fair value gains and losses from the Group's equity and debt holdings in spin-out businesses, which are analysed in detail in the portfolio analysis above, as well as movements in the fair value of the Group's interests in limited and limited liability partnerships.
In June, Modern Biosciences plc ("MBS") achieved the first milestone of 3.0m as specified in its alliance and global option and licence agreement with Janssen Biotech, Inc. for its OsteoRX programme (2.1m net of sub-licensing and other costs). During July, the MBS team achieved the second and third developmental milestones, triggering further gross payments totalling 5.0m that will be received by the Group during the second half of the year. The increased clinical activity being undertaken for the OsteoRX programme has resulted in increased R&D expenditure, with costs of 1.8m being incurred by MBS during the first half (HY14: 0.3m; FY14: 1.8m), and this is expected to continue as the programme develops further. MBS was established to source late-stage discovery projects from academia, conduct early proof-of-principle clinical studies and subsequently out-license the resulting programmes to the pharmaceutical industry. IP Group holds an undiluted beneficial interest of 61.1% in MBS and, as a result, its income and expenses are consolidated into those of the Group.
Other income for the first half remained relatively consistent with the equivalent period in 2014 at 1.3m (HY14: 1.2m; FY14: 2.6m). Other income comprised fund management fees, as well as consulting and similar fees, typically chargeable to its portfolio companies for services including executive search and selection as well as legal and administrative support. Fund management fees are received from the Group's three managed funds, two of which, IP Venture Fund ("IPVF") and North East Technology Fund ("NETF"), also have the potential to generate performance fees from successful investment performance. As a result of an extension by its limited partner during the period, NETF's investment period continues until the end of 2015. The fund management fees for the Group's managed funds reduce following the cessation of their investment periods. The results of the Group's third managed fund, IP Venture Fund II ("IPVFII"), are consolidated into those of the Group and accordingly the fund management fees received are not reflected in the statement of comprehensive income.
Other administrative expenses increased to 7.6m during the period (HY14: 4.4m; FY14: 9.9m). This was predominantly driven by the full-period impact of staff costs following the acquisition of Fusion IP plc in March 2014 and the Group's increased operational presence in the US. In addition, based on the Group's return on hard net assets to 30 June 2015, an accrual has been recognised for potential bonuses of up to 1.6m under the Group's annual incentive scheme.
Consolidated statement of financial position
Net assets in the period increased significantly to 771.8m (HY14: 528.6m; FY14: 526.2m) as a result of the 178.8m proceeds from the placings carried out by the Group in the first quarter and the 73.7m net fair value increase in the Group's holdings in portfolio companies. These increases were offset to a limited degree by the Group's operating expenses, the reduction in fair value of the Oxford Equity Rights asset and the amortisation of intangible assets in the period.
The Group's diversified portfolio of holdings in private and publicly listed companies is valued at 478.2m (HY14: 319.6m; FY14: 349.9m). "Hard" net assets, i.e. total net assets less intangibles and the Oxford Equity Rights asset, totalled 700.9m at 30 June 2015 (HY14: 449.8m; FY14: 451.3m).
Subsequent to the period end, the Group announced that it had secured a 30m, 8-year debt facility from the European Investment Bank. The facility is intended to be disbursed in two tranches and the Group expects to draw down the first tranche during the third quarter of 2015. The facility provides IP Group with an additional source of long-term capital and represents an evolution in the Group's capital structure to support its future growth and development. The Group will use the proceeds to continue to fund UK university spin-out companies as they develop and mature.
Cash, cash equivalents and short-term deposits ("Cash")
The principal constituents of the movement in Cash during the period are as follows:
For the
six months
ended
30 June
2015
m
For the
six months
ended
30 June
2014
m
For the
year
ended
31 December
2014
m
Net Cash used in operating activities
(2.4)
(4.9)
(6.4)
Net Cash used in investing activities
(54.1)
(11.8)
(35.4)
Net Cash from financing activities
178.8
115.2
115.0
Movement during period
122.3
98.5
73.2
At 30 June 2015, the Group's Cash totalled 219.6m, an increase of 122.3m from a total of 97.3m at
31 December 2014, predominantly due to a net 178.8m increase from the issue of new equity capital, as noted above.Cash used in operations has decreased from the comparable period in 2014, largely due to one-off costs directly associated with the acquisition of Fusion IP plc of approximately 1.0m in 2014, and the receipt of the initial 3.0m payment under MBS's agreement with Janssen Biotech in early 2015 that was recognised in debtors at 31 December 2014.
As described in the Portfolio review, 55.1m of capital was committed to new and existing portfolio companies (HY14: 14.9m; FY14: 46.8m), partially offset by cash realisations of 0.4m (HY14: 3.3m; FY14: 9.7m) and distributions from investments in limited partnerships of 0.6m (HY14: nil; FY14: 1.1m).
Taxation
Since the Group's activities are predominantly trading in nature, the Directors continue to believe that the Group qualifies for the Substantial Shareholdings Exemption ("SSE") on chargeable gains arising on the disposal of qualifying holdings and, as such, the Group has continued not to recognise a provision for deferred taxation in respect of uplifts in value on those equity holdings in portfolio businesses that meet the qualifying criteria.
Principal risks and uncertainties
A detailed explanation of the principal risks and uncertainties faced by the Group, and the steps taken to manage them, is set out in the Corporate Governance section of the Group's 2014 Annual Report and Accounts. The principal risks and uncertainties are summarised as follows:
the returns and cash proceeds from the Group's early-stage companies can be very uncertain;
it may be difficult for the Group and its early-stage companies to attract capital;
universities or other research-intensive institutions may terminate their partnerships or other collaborative relationships with the Group;
the Group may lose key personnel or fail to attract and integrate new personnel; and
there may be changes to, or impacts from, legislation, government policy and regulation.
There have been no significant changes in the nature of these risks that will affect the next six months of the financial year, and thus the risks noted above are applicable to the forthcoming six months.
Periodic reporting
Following the abolition of the requirement for Interim Management Statements towards the end of 2014, and given the long-term nature of its business, the Group does not intend to publish quarterly updates in the future. However, it will continue to publish relevant and material information on the Group and its portfolio companies, as and when appropriate, in addition to its annual and interim results, and seek to maintain its open and constructive approach to dialogue with its major stakeholders.
Condensed consolidated statement of comprehensive income
For the six months ended 30 June 2015
Note
Unaudited
six months
ended
30 June
2015
m
Unaudited
six months
ended
30 June
2014
m
Audited
year
ended
31 December
2014
m
Portfolio return and revenue
Change in fair value of equity and debt investments
73.7
17.8
20.7
(Loss)/profit on disposal of equity investments
(0.1)
1.3
1.6
Change in fair value of limited and limited liability partnership interests
0.9
0.2
0.5
Other portfolio income
-
-
0.2
Licensing income
3.1
-
3.0
Revenue from services and other income
1.3
1.2
2.4
78.9
20.5
28.4
Administrative expenses
Research and development expenses
(1.4)
(0.3)
(1.5)
Share-based payment charge
(0.4)
(0.2)
(0.9)
Change in fair value of Oxford Equity Rights asset
3
(0.7)
(0.9)
(1.8)
Amortisation of intangible assets
6
(3.0)
(1.5)
(4.9)
Acquisition costs
-
(1.0)
(1.1)
Other administrative expenses
(7.6)
(4.2)
(9.3)
(13.1)
(8.1)
(19.5)
Operating profit
65.8
12.4
8.9
Finance income - interest receivable
0.6
0.2
0.6
Profit before taxation
66.4
12.6
9.5
Taxation
-
-
-
Profit and total comprehensive income for the period
66.4
12.6
9.5
Attributable to:
Equity holders of the parent
66.7
12.6
9.1
Non-controlling interest
(0.3)
-
0.4
66.4
12.6
9.5
Earnings per share
Basic (p)
2
12.92
2.83
1.97
Diluted (p)
2
12.89
2.81
1.96
Condensed consolidated statement of financial position
As at 30 June 2015
Note
Unaudited
30 June
2015
m
Unaudited
30 June
2014
m
Audited
31 December
2014
m
ASSETS
Non-current assets
Intangible assets:
- goodwill
7
57.1
57.1
57.1
- acquired intangible asset
6
13.5
19.9
16.5
Property, plant and equipment
0.2
0.2
0.2
Oxford Equity Rights asset and related contract costs
3
0.6
2.2
1.3
Portfolio:
- equity investments
4
473.0
315.3
345.9
- debt investments
4
5.2
4.3
4.0
Limited and limited liability partnership interests
4.9
5.3
4.6
Other financial asset
-
0.7
-
Contingent value rights
1.4
1.4
1.4
Total non-current assets
555.9
406.4
431.0
Current assets
Trade and other receivables
5.6
3.3
4.8
Deposits
50.0
15.0
30.0
Cash and cash equivalents
169.6
107.6
67.3
Total current assets
225.2
125.9
102.1
Total assets
781.1
532.3
533.1
EQUITY AND LIABILITIES
Equity attributable to equity holders
Called up share capital
11.3
9.6
9.6
Share premium account
504.7
327.6
327.6
Merger reserve
12.8
12.8
12.8
Retained earnings
243.3
179.0
176.2
Total equity attributable to equity holders
772.1
529.0
526.2
Non-controlling interest
(0.3)
(0.4)
-
Total equity
771.8
528.6
526.2
Current liabilities
Trade and other payables
4.0
1.4
2.1
Non-current liabilities
Loans from limited partners of consolidated funds
5.1
2.0
4.5
Contingent loans from university partners
0.2
0.3
0.3
Total equity and liabilities
781.1
532.3
533.1
Condensed consolidated statement of cash flows
For the six months ended 30 June 2015
Unaudited
six months
ended
30 June
2015
m
Unaudited
six months
ended
30 June
2014
m
Audited
year
ended
31 December
2014
m
Operating activities
Profit before taxation
66.4
12.6
9.5
Adjusted for:
Finance income - interest receivable
(0.6)
(0.2)
(0.6)
Change in fair value of equity and debt investments
(73.7)
(17.8)
(20.7)
Change in fair value of limited and limited liability partnership interests
(0.9)
(0.2)
(0.5)
Loss/(profit) on disposal of equity investments
0.1
(1.3)
(1.6)
Depreciation of property, plant and equipment
-
-
0.1
Amortisation of intangible assets
3.0
1.5
4.9
Change in fair value of Oxford Equity Rights asset
0.7
0.9
1.8
Share-based payment charge
0.4
0.2
0.9
Other portfolio income
-
-
(0.2)
Changes in working capital:
Increase in trade and other receivables
(0.5)
(0.3)
(3.2)
Increase/(decrease) in trade and other payables
1.9
(1.1)
(0.5)
Increase in non-current liabilities
0.5
0.6
3.2
Net cash flow from deposits
(20.0)
(10.0)
(25.0)
Operating cash flows:
Interest received
0.3
0.2
0.5
Net cash (outflow)/inflow from operating activities
(22.4)
(14.9)
(31.4)
Investing activities
Purchase of property, plant and equipment
-
-
(0.1)
Purchase of equity and debt investments
(55.1)
(14.9)
(46.8)
Investment in limited and limited liability partnerships
-
(0.2)
(0.3)
Proceeds from sale of equity investments
0.4
3.3
9.7
Distributions from limited and limited liability partnerships
0.6
-
1.1
Proceeds from other financial asset
-
-
0.8
Other portfolio income received
-
-
0.2
Net cash outflow from investing activities
(54.1)
(11.8)
(35.4)
Financing activities
Proceeds from the issue of share capital
178.8
97.6
97.4
Acquisition of subsidiary, net of cash acquired
-
17.6
17.6
Net cash inflow from financing activities
178.8
115.2
115.0
Net increase in cash and cash equivalents
102.3
88.5
48.2
Cash and cash equivalents at the beginning of the period
67.3
19.1
19.1
Cash and cash equivalents at the end of the period
169.6
107.6
67.3
Condensed consolidated statement of changes in equity
For the six months ended 30 June 2015
Attributable to equity holders of the parent
Share
capital
m
Share
premium
m
Merger
reserve
m
Retained
earnings
m
Total
m
Non-controlling
interest
m
Total
equity
m
At 1 January 2014 (audited)
7.5
150.4
12.8
166.3
337.0
(0.4)
336.6
Share-based payment charge
-
-
-
0.2
0.2
-
0.2
Issue of ordinary shares in connection with the
Group's LTIP0.1
-
-
(0.1)
-
-
-
Issue of equity
2.0
177.2
-
-
179.2
-
179.2
Profit and total comprehensive income for the period to
30 June 2014-
-
-
12.6
12.6
-
12.6
At 30 June 2014 (unaudited)
9.6
327.6
12.8
179.0
529.0
(0.4)
528.6
Share-based payment charge
-
-
-
0.7
0.7
-
0.7
Profit and total comprehensive income for the period to
31 December 2014-
-
-
(3.5)
(3.5)
0.4
(3.1)
At 31 December 2014 (audited)
9.6
327.6
12.8
176.2
526.2
-
526.2
Share-based payment charge
-
-
-
0.4
0.4
-
0.4
Issue of equity
1.7
177.1
-
-
178.8
-
178.8
Profit and total comprehensive income for the period to
30 June 2015-
-
-
66.7
66.7
(0.3)
66.4
At 30 June 2015 (unaudited)
11.3
504.7
12.8
243.3
772.1
(0.3)
771.8
Notes to the half-yearly condensed set of financial statements
1. Operating segments
For both the period ended 30 June 2015 and the year ended 31 December 2014, the Group's revenue and profit/loss before taxation were derived almost entirely from its principal activities within the UK. Though the Group has nascent operations in the US, the associated revenues and costs are currently immaterial and accordingly no additional geographical disclosures are given. For management reporting purposes, the Group is currently organised into three operating segments: (i) the commercialisation of intellectual property via the formation of long-term partner relationships with universities; (ii) the management of venture funds focusing on early-stage UK technology companies; and (iii) the in-licensing of druggable intellectual property from research-intensive institutions.
Six months ended 30 June 2015 (unaudited)
University
partnership
business
m
Venture
capital fund
management
m
In-licensing
activity
m
Consolidated
m
STATEMENT OF COMPREHENSIVE INCOME
Portfolio return and revenue
Change in fair value of equity and debt investments
73.7
-
-
73.7
Loss on disposal of equity investments
(0.1)
-
-
(0.1)
Change in fair value of limited and limited liability partnership investments
0.9
-
-
0.9
Other portfolio income
-
-
-
-
Licensing income
0.1
-
3.0
3.1
Revenue from advisory services and other income
0.5
0.1
-
0.6
Revenue from fund management services
-
0.7
-
0.7
Change in fair value of Oxford Equity Rights asset
(0.7)
-
-
(0.7)
Amortisation of intangible assets
(3.0)
-
-
(3.0)
Administrative expenses
(7.2)
(0.4)
(1.8)
(9.4)
Operating profit
64.2
0.4
1.2
65.8
Finance income - interest receivable
0.6
-
-
0.6
Profit before taxation
64.8
0.4
1.2
66.4
Taxation
-
-
-
-
Profit and total comprehensive income for the year
64.8
0.4
1.2
66.4
STATEMENT OF FINANCIAL POSITION
Assets
767.2
9.8
4.1
781.1
Liabilities
(9.2)
-
(0.1)
(9.3)
Net assets
758.0
9.8
4.0
771.8
Other segment items
Capital expenditure
-
-
-
-
Depreciation
-
-
-
-
Six months ended 30 June 2014 (unaudited)
University
partnership
business
m
Venture
capital fund
management
m
In-licensing
activity
m
Consolidated
m
STATEMENT OF COMPREHENSIVE INCOME
Portfolio return and revenue
Change in fair value of equity and debt investments
17.8
-
-
17.8
Profit on disposal of equity investments
1.3
-
-
1.3
Change in fair value of limited and limited liability
partnership investments
0.2
-
-
0.2
Other portfolio income
-
-
-
-
Licensing income
-
-
-
-
Revenue from advisory services and other income
0.4
0.1
-
0.5
Revenue from fund management services
-
0.7
-
0.7
Change in fair value of Oxford Equity Rights asset
(0.9)
-
-
(0.9)
Amortisation of intangible assets
(1.5)
-
-
(1.5)
Administrative expenses
(4.8)
(0.5)
(0.4)
(5.7)
Operating profit/(loss)
12.5
0.3
(0.4)
12.4
Finance income - interest receivable
0.2
-
-
0.2
Profit/(loss) before taxation
12.7
0.3
(0.4)
12.6
Taxation
-
-
-
-
Profit/(loss) and total comprehensive income for the year
12.7
0.3
(0.4)
12.6
STATEMENT OF FINANCIAL POSITION
Assets
525.2
6.7
0.4
532.3
Liabilities
(3.6)
-
(0.1)
(3.7)
Net assets
521.6
6.7
0.3
528.6
Other segment items
Capital expenditure
-
-
-
-
Depreciation
-
-
-
-
Year ended 31 December 2014 (audited)
University
partnership
business
m
Venture
capital fund
management
m
In-licensing
activity
m
Consolidated
m
STATEMENT OF COMPREHENSIVE INCOME
Portfolio return and revenue
Change in fair value of equity and debt investments
20.7
-
-
20.7
Gain on disposal of equity investments
1.6
-
-
1.6
Change in fair value of limited and limited liability partnership interests
0.5
-
-
0.5
Other portfolio income
0.2
-
-
0.2
Licensing income
-
-
3.0
3.0
Revenue from services and other income
0.8
0.3
-
1.1
Revenue from fund management services
-
1.3
-
1.3
Change in fair value of Oxford Equity Rights asset
(1.8)
-
-
(1.8)
Amortisation of intangible assets
(4.9)
-
-
(4.9)
Administrative expenses
(9.5)
(1.4)
(1.9)
(12.8)
Operating profit
7.6
0.2
1.1
8.9
Finance income - interest receivable
0.6
-
-
0.6
Profit before taxation
8.2
0.2
1.1
9.5
Taxation
-
-
-
-
Profit and total comprehensive income for the year
8.2
0.2
1.1
9.5
STATEMENT OF FINANCIAL POSITION
Assets
520.6
9.4
3.1
533.1
Liabilities
(5.8)
(0.1)
(1.0)
(6.9)
Net assets
514.8
9.3
2.1
526.2
Other segment items
Capital expenditure
(0.1)
-
-
(0.1)
Depreciation
(0.1)
-
-
(0.1)
2. Earnings per share
Earnings
Unaudited six months ended
30 June 2015
m
Unaudited six
months ended30 June 2014
m
Audited year ended
31 December 2014
m
Earnings for the purposes of basic and dilutive earnings per share
66.7
12.6
9.1
Number of shares
Unaudited six months ended
30 June 2015 Number of shares
Unaudited six
months ended30 June 2014
Number of shares
Audited year ended
31 December 2014
Number of shares
Weighted average number of ordinary shares for
the purposes of basic earnings per share
516,340,803
445,126,771
462,466,944
Effect of dilutive potential ordinary shares:
Long-Term Incentive Plan
1,188,606
2,070,860
2,523,968
Weighted average number of ordinary shares for
the purposes of diluted earnings per share
517,529,409
447,197,631
464,990,912
The Group has two classes of potentially dilutive ordinary shares. There are the contingently issuable shares arising under the Group's LTIP and the Former Fusion IP LTIP, and the options issued as part of the Group's Share-Save Scheme and Deferred Bonus Share Plan (for annual bonuses deferred under the terms of the Group's annual incentive scheme). Based upon information available at the end of the reporting period, an element of the performance criteria for vesting of awards under the LTIP has been satisfied.
3. Equity rights and related acquisition costs
Equity rights represent consideration paid to the University of Oxford between December 2000 and June 2001.
In return for the non-refundable, non-interest bearing advance totalling 20.1m, the Group has the right to receive from the University the following over its 15-year term:
50% of the University's equity shares in any spin-out company that is formed based on intellectual property created by academics that are considered to be part of the Department of Chemistry (i.e. equity instruments in unlisted companies); and
50% of the University's share of any cash payments received by the University from parties who have licensed intellectual property created by academics that are considered to be part of the Department of Chemistry.
The contract expires on 23 November 2015.
The Directors make use of a valuation model to seek to determine the fair value of the asset. However, there is a range of reasonably possible values for each key variable within the model and this in turn results in a wide range of reasonably possible alternative fair values for the asset. None of these estimates of fair value are considered more appropriate or relevant than any other. In order to calculate a more accurate valuation figure, given the multitude of possible scenarios generated when altering the discounted cash flows ("DCF") variables, a probability weighting expected return method is utilised. Having applied probabilities to the various possible scenarios, the method returned an estimated asset value of 0.6mat 30 June 2015. Additional details can be located in the Group's Annual Report and Accounts for the year ended
31 December 2014.
Equity
rights
m
Contract
costs
m
Total
m
Cost
At 1 January 2014, 30 June 2014, 31 December 2014 and 1 January 2015
19.9
0.5
20.4
Aggregate amortisation and change in fair value of contract costs
At 1 January 2014
(17.0)
(0.3)
(17.3)
Change in fair value during the period
(0.9)
-
(0.9)
At 30 June 2014
(17.9)
(0.3)
(18.2)
Change in fair value during the period
(0.9)
-
(0.9)
At 31 December 2014
(18.8)
(0.3)
(19.1)
Change in fair value during the period
(0.7)
-
(0.7)
At 30 June 2015
(19.5)
(0.3)
(19.8)
Net book value
At 31 December 2013
2.9
0.2
3.1
At 30 June 2014 (Unaudited)
2.0
0.2
2.2
At 31 December 2014
1.1
0.2
1.3
At 30 June 2015 (Unaudited)
0.4
0.2
0.6
4. Investment portfolio
The accounting policies in regards to valuations in these half-yearly results are the same as those applied by the Group in its audited consolidated financial statements for the year ended 31 December 2014 and which will form the basis of the 2015 Annual Report and Accounts. Investments are designated as fair value through profit or loss and are initially recognised at fair value and any gains or losses arising from subsequent changes in fair value are presented in profit or loss in the statement of comprehensive income in the period in which they arise.
The Group classifies financial assets using a fair value hierarchy that reflects the significance of the inputs used in making the related fair value measurements. The level in the fair value hierarchy within which a financial asset is classified is determined on the basis of the lowest level input that is significant to that asset's fair value measurement. The fair value hierarchy has the following levels:
Level 1 -
Quoted prices in active markets.
Level 2 -
Inputs other than quoted prices that are observable, such as prices from market transactions. These are mainly based on prices determined from recent investments in the last twelve months.
Level 3 -
One or more inputs that are not based on observable market data.
Level 1
Level 2
Level 3
Equity investments
in quoted
spin-out companies
m
Equity investments
in unquoted spin-out companies
m
Unquoted
debt investments
in spin-out companies
m
Equity investments
in unquoted spin-out companies
m
Total
m
At 1 January 2014
135.1
131.0
2.8
17.0
285.9
Investments during the period
5.5
8.9
0.5
-
14.9
Acquired with Fusion IP
-
11.1
2.4
11.4
24.9
Fusion IP reclassified as subsidiary
(20.5)
-
-
-
(20.5)
Transaction-based reclassifications during
the period
-
1.2
(1.2)
-
-
Other transfers between hierarchy levels during the period
9.2
(3.9)
0.2
(5.5)
-
Disposals during the period
(1.2)
(2.2)
-
-
(3.4)
Change in fair value of equity and debt investments in the period
18.8
1.5
(0.3)
(2.2)
17.8
At 30 June 2014 (unaudited)
146.9
147.6
4.4
20.7
319.6
Investments during the period
5.9
23.9
2.1
-
31.9
Transaction-based reclassifications during
the period
-
1.9
(1.9)
-
-
Other transfers between hierarchy levels during the period
11.2
(8.4)
(0.2)
(2.6)
-
Disposals during the period
(4.5)
-
-
-
(4.5)
Change in fair value of equity and debt investments in the period
(21.3)
28.2
(0.4)
(3.6)
2.9
At 31 December 2014
138.2
193.2
4.0
14.5
349.9
Investments during the period
4.0
48.7
2.3
0.1
55.1
Transaction-based reclassifications during
the period
-
0.2
(0.2)
-
-
Other transfers between hierarchy levels during the period
-
(13.3)
-
13.3
--
Disposals during the period
-
-
(0.2)
(0.3)
(0.5)
Change in fair value of equity and debt investments in the period
27.2
50.9
(0.7)
(3.7)
73.7
At 30 June 2015 (unaudited)
169.4
279.7
5.2
23.9
478.2
Fair values of unquoted spin-out companies classified as Level 3 in the fair value hierarchy have been determined in part or in full by valuation techniques that are not supported by observable market prices or rates. Investments in 30 companies have been classified as Level 3 and the individual valuations for each of these have been arrived at using the following valuation method:
Where fair values are based upon the most recent market transaction, but that transaction occurred more than twelve months prior to the balance sheet date, the investments are classified as Level 3 in the fair value hierarchy. The fair values of investments categorised as Level 3 are analysed on a monthly basis to consider indicators which may make the most recent investment no longer a representation of fair value. Due to the nature of the investments, observable market inputs are not commonly available therefore consideration of indicators of a change in fair value focus on the companies' performance and achievement of technical and commercial milestones.
Where indicators of a change in fair value against the most recent market transaction are identified, any adjustment to arrive at fair value is based on objective data from the company and the experience and judgement of the Group.
If the fair value of all Level 3 investments were to decrease by 10%, the net assets figure would decrease by 2.4m, with a corresponding increase if the unobservable inputs were to increase by 10%.
For assets and liabilities that are recognised at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. Transfers between tiers are then made as if the transfer took place on the first day of the period in question.
If the assumptions used in the valuation techniques for the Group's holding in each company are varied by using a range of possible alternatives, there is no material difference to the carrying value of the respective spin-out company. The effect on the consolidated statement of comprehensive income for the period is also not expected to be material.
Transfers between Level 2 and 1 occur when a previously unquoted investment undertakes an initial public offering, resulting in its equity becoming quoted on an active market. In the current period there were no transfers of this nature.
Transfers between Level 1 and Level 2 would occur when a quoted investment's market becomes inactive. There have been no such instances in the current period.
Transfers between Level 3 and Level 2 occur when an investment, for which the penultimate funding round occurred more than twelve months before the prior period end, undertakes an investment round during the period that results in an observable market price. In the current period, transfers of this nature amounted to 0.9m.
Transfers between Level 2 and Level 3 occur when the balance sheet date becomes more than twelve months after an investment's most recent funding round, at which point the price is deemed to be unobservable. In the current period transfers of this nature amounted to 14.2m.
The fair value changes in Level 3 investments have amounted to a loss of 3.7m in the period, recognised as change in fair value of equity and debt investments in the condensed consolidated statement of comprehensive income.
5. Share capital
Unaudited
30 June 2015
m
Unaudited
30 June 2014
m
Audited
31 December 2014
m
Issued and fully paid:
564,619,369 ordinary shares of 2p each (HY14: 479,524,397; FY14: 479,524,397)
11.3
9.6
9.6
In March 2015, the Group raised 128m (before expenses) through the issuance of 56,888,888 shares at a price of 2.25 per share.
Additionally, in March 2015, the Company issued 1,552,144 new ordinary shares in order to settle conditional awards made under the Group's LTIP in 2012 that achieved their vesting conditions and consequently became issuable to the Group's employees.
In May 2015, the Group raised 55m (before expenses) through the issuance of 26,500,000 shares at a price of 2.08 per share.
Additionally, in May 2015, the Company issued 153,940 new ordinary shares following the exercise of nil-cost options awarded under the Company's Deferred Bonus Share Plan by certain of the Company's Executive Directors and other employees.
The Company has one class of ordinary shares, each with a par value of 2p and carrying equal voting rights, equal rights to income and distributions of assets on liquidation, or otherwise, and no right to fixed income.
6. Acquired intangible assets
Total
m
Cost
At 1 January 2014
-
Additions through acquisition of subsidiary
21.4
At 30 June 2014,31 December 2014 and 30 June 2015
21.4
Accumulated amortisation
At 1 January 2014
-
Charge for the period
(1.5)
At 30 June 2014
(1.5)
Charge for the period
(3.4)
At 31 December 2014
(4.9)
Charge for the period
(3.0)
At 30 June 2015
(7.9)
Net book value
At 31 December 2013
-
At 30 June 2014
19.9
At 31 December 2014
16.5
At 30 June 2015
13.5
The intangible assets represent contractual arrangements and memorandums of understanding with four UK universities acquired through acquisition of a subsidiary. The contractual arrangements have fixed terms and, consequently, the intangible assets have finite lives that align with the remaining terms which, at the end of the period, range from 17 months to 38 months. The individual contractual arrangements are amortised in a straight line over the remainder of their terms with the expense being presented directly on the primary statements.
7. Goodwill
m
At 1 January 2014
18.4
Recognised on acquisition of subsidiary
38.7
At 30 June 2014
57.1
At 1 January 2015
57.1
At 30 June 2015
57.1
Goodwill represents the excess of the cost of an acquisition over the fair value of the net identifiable assets of acquired subsidiaries at the date of acquisition. Included in the balance sheet of the Group, at 30 June 2015, is goodwill of 57.1m. This arose from the Group's acquisition of Top Technology Ventures Limited in June 2004 (2.1m), Techtran Group Limited in January 2005 (16.3m) and the acquisition of Fusion IP plc in March 2014 (38.7m). Goodwill is allocated from the acquisition date to each of the Group's cash-generating units ("CGUs") that are expected to benefit from the business combination. Goodwill may be allocated to CGUs in both the acquired business and in the existing business.
The Group conducts annual impairment tests on the carrying value of goodwill, based on the recoverable amount of the CGUs to which the goodwill has been allocated. The goodwill allocated to each CGU is summarised in the table below. A number of both value-in-use and fair-value-less-costs-to-sale calculations are used to assess the recoverable values of the CGUs, details of which are specified in the audited consolidated financial statements for the year ended 31 December 2014.
University partnership CGU
m
Fund management CGU
m
Total
m
At 1 January 2014
16.3
2.1
18.4
At 30 June 2014
55.0
2.1
57.1
At 31 December 2014
55.0
2.1
57.1
At 30 June 2015
55.0
2.1
57.1
During the period to 30 June 2015, no factors indicating potential impairment of goodwill were noted and, as a result, no impairment review was deemed necessary.
8. Related party transactions
a) Limited partnerships
The Group manages a number of investment funds structured as limited partnerships. Group entities act as the general partners of these limited partnerships and, while unable to exert significant influence over them, do perform the day-to-day operational tasks. The following amounts have been included in respect of these limited partnerships:
Income statement
Unaudited six months ended
30 June 2015
m
Unaudited six months ended
30 June 2014
m
Audited
year ended
31 December 2014
m
Revenue from services
0.7
0.7
1.3
Statement of financial position
Unaudited
30 June 2015
m
Unaudited
30 June 2014
m
Audited
31 December 2014
m
Investment in limited partnerships
3.6
4.0
3.2
b) Key management transactions
The following key management held shares in the following spin-out companies as at 30 June 2015:
Director
Company name
Number
of shares
held at
1 January
2015
Number
of shares
acquired/
(disposed)
in the
period
Number
of shares
held at
30 June
2015
% of
issuedcapital
Alan Aubrey
Alesi Surgical Limited1
-
18
18
0.2%
Amaethon Limited - A Shares
104
-
104
3.1%
Amaethon Limited - B Shares
11,966
-
11,966
1.0%
Amaethon Limited - Ordinary shares
21
-
21
0.3%
Avacta Group plc
20,276,113
-
20,276,113
0.4%
Capsant Neurotechnologies Limited
11,631
-
11,631
0.8%
Chamelic Limited
26
-
26
0.4%
Cloud Sustainability Limited
19
7
26
0.5%
Crysalin Limited
1,447
-
1,447
0.1%
Diurnal Limited
-
30
30
<0.1%
EmDot Limited
15
-
15
0.9%
Evocutis plc
767,310
-
767,310
0.1%
Getech Group plc
15,000
-
15,000
<0.1%
Green Chemicals plc
108,350
-
108,350
0.8%
Ilika plc
69,290
-
69,290
0.1%
Karus Therapeutics Limited
223
-
223
<0.1%
Mode Diagnostics Limited - Ordinary shares
3,226
-
3,226
0.4%
Mode Diagnostics Limited - A shares
229
-
229
0.5%
Modern Biosciences plc
1,185,150
-
1,185,150
1.7%
Modern Water plc
519,269
-
519,269
0.7%
Oxford Advanced Surfaces Group plc
2,172,809
-
2,172,809
1.1%
Oxford Nanopore Technologies Limited
115,666
-
115,666
0.5%
Oxtox Limited
25,363
-
25,363
0.1%
Plexus Planning Limited
1,732
-
1,732
0.6%
hVIVO plc2
37,160
-
37,160
<0.1%
Revolymer plc
88,890
-
88,890
0.2%
Salunda Limited
53,639
-
53,639
<0.1%
Structure Vision Limited
212
-
212
1.0%
Surrey Nanosystems Limited
453
-
453
0.3%
Sustainable Resource Solutions Limited3
30
-
30
1.3%
Tissue Regenix Group plc
2,389,259
-
2,389,259
0.3%
Tracsis plc
121,189
-
121,189
0.5%
Xeros Technology Group plc
40,166
-
40,166
<0.1%
Mike Townend
Amaethon Limited - A Shares
104
-
104
3.1%
Amaethon Limited - B Shares
11,966
-
11,966
1.0%
Amaethon Limited - Ordinary shares
21
-
21
0.3%
Avacta Group plc
931,367
-
931,367
<0.1%
Capsant Neurotechnologies Limited
11,282
-
11,282
0.8%
Chamelic Limited
23
-
23
0.4%
Cloud Sustainability Limited
18
7
25
0.5%
Crysalin Limited
1,286
-
1,286
0.1%
Diurnal Limited
-
30
30
<0.1%
EmDot Limited
14
-
14
0.8%
Getech Group plc
20,000
-
20,000
<0.1%
Green Chemicals plc
113,222
-
113,222
0.8%
Ilika plc
10,000
-
10,000
<0.1%
Mode Diagnostics Limited
1,756
-
1,756
0.1%
Modern Biosciences plc
1,185,150
-
1,185,150
1.7%
Modern Water plc
575,000
-
575,000
0.7%
Oxford Advanced Surfaces Group plc
932,994
-
932,994
0.5%
Oxford Advanced Surfaces Limited
5,000
-
5,000
0.2%
Oxford Nanopore Technologies Limited
35,280
111
35,391
0.2%
Oxtox Limited
25,363
-
25,363
0.1%
hVIVO plc2
37,160
-
37,160
<0.1%
Revolymer plc
35,940
-
35,940
<0.1%
Structure Vision Limited
212
-
212
1.0%
Surrey Nanosystems Limited
404
-
404
0.2%
Sustainable Resource Solutions Limited3
28
-
28
1.2%
Tissue Regenix Group plc
1,950,862
-
1,950,862
0.3%
Tracsis plc
25,430
-
25,430
<0.1%
Xeros Technology Group plc
35,499
-
35,499
3.1%
Greg Smith
Alesi Surgical Limited1
-
2
2
<0.1%
Avacta Group plc
390,407
-
390,407
<0.1%
Capsant Neurotechnologies Limited
896
-
896
<0.1%
Chamelic Limited
3
-
3
<0.1%
Cloud Sustainability Limited
6
2
8
0.1%
Crysalin Limited
149
-
149
<0.1%
Diurnal Limited
-
30
30
<0.1%
EmDot Limited
4
-
4
0.2%
Encos Limited
5,671
-
5,671
0.3%
Getech Group plc
8,000
-
8,000
<0.1%
Green Chemicals plc
4,830
-
4,830
<0.1%
Mode Diagnostics Limited - Ordinary shares
361
-
361
<0.1%
Mode Diagnostics Limited - A shares
28
500
528
<0.1%
Modern Biosciences plc
313,425
-
313,425
0.5%
Modern Water plc
7,250
-
7,250
<0.1%
Oxford Nanopore Technologies Limited
1,500
81
1,581
<0.1%
hVIVO plc2
61,340
-
61,340
<0.1%
Revolymer plc
4,500
-
4,500
<0.1%
Summit Therapeutics plc
798
-
798
<0.1%
Surrey Nanosystems Limited
88
-
88
<0.1%
Sustainable Resource Solutions Limited3
9
-
9
0.4%
Tissue Regenix Group plc
175,358
-
175,358
<0.1%
Xeros Technology Group plc
5,499
-
5,499
<0.1%
David Baynes
Alesi Surgical Limited1
-
4
4
<0.1%
Arkivum Limited
-
377
377
<0.1%
Diurnal Limited
118
28
146
0.2%
Oxford Nanopore Technologies Limited
-
144
144
<0.1%
Angela Leach
Alesi Surgical Limited1
-
2
2
<0.1%
Avacta Group plc
74,152
-
74,152
<0.1%
Capsant Neurotechnologies Limited
1,858
-
1,858
0.1%
Chamelic Limited
3
-
3
<0.1%
Cloud Sustainability Limited
6
4
10
0.2%
Diurnal Limited
-
23
23
<0.1%
Evocutis plc
7,990
-
7,990
<0.1%
Getech Group plc
2,083
-
2,083
<0.1%
Mode Diagnostics Limited - Ordinary Shares
606
-
606
<0.1%
Mode Diagnostics Limited - A Shares
102
149
251
<0.1%
Modern Water plc
29,800
-
29,800
<0.1%
Oxford Advanced Surfaces Group plc
68,101
-
68,101
<0.1%
Oxford Nanopore Technologies Limited
1,516
81
1,597
<0.1%
hVIVO plc2
25,903
-
25,903
<0.1%
Revolymer plc
4,500
-
4,500
<0.1%
Structure Vision Limited
21
-
21
0.1%
Surrey Nanosystems Limited
90
-
90
<0.1%
Sustainable Resource Solutions Limited3
9
-
9
0.4%
Tissue Regenix Group plc
329,172
-
329,172
<0.1%
Xeros Technology Group plc
5,666
-
5,666
<0.1%
1 Formerly known as Asalus Medical Instruments Limited.
2 Formerly known as Retroscreen Virology Group plc.
3 Company dissolved on 14 July 2015.
c) Portfolio companiesThe Group earns fees from the provision of business support services and corporate finance advisory to portfolio companies in which the Group has an equity stake. The following amounts have been included in respect of these fees:
Statement of comprehensive income
Unaudited six months ended
30 June 2015
m
Unaudited six months ended
30 June 2014
m
Audited
Year ended
31 December 2014
m
Revenue from services
0.5
0.5
0.9
Statement of financial position
Unaudited
30 June 2015
m
Unaudited
30 June 2014
m
Audited
31 December 2014
m
Trade receivables
1.3
0.4
0.6
d) Subsidiary companies
Subsidiary companies that are not 100% owned either directly or indirectly by the parent company have intercompany balances with other Group companies totalling as follows:
Unaudited
30 June 2015
m
Unaudited
30 June 2014
m
Audited
31 December
2014
m
Intercompany balances with other Group companies
8.4
8.4
8.5
These intercompany balances represent funding loans provided by Group companies that are interest free, repayable on demand and unsecured.
General information
The comparative financial information presented herein for the year ended 31 December 2014 does not constitute full statutory accounts within the meaning of the Companies Act 2006. The Group's Annual Report and Accounts for the year ended 31 December 2014 have been delivered to the Registrar of Companies. The Group's independent auditor's report on those accounts was unqualified, did not include references to any matters to which the auditor drew attention by way of emphasis without qualifying their report and did not contain a statement under Section 498(2) or 498(3) of the Companies Act 2006.
Accounting policies
Basis of preparation
The financial information presented in these half-yearly results constitutes the condensed consolidated financial statements of IP Group plc, a company incorporated in Great Britain and registered in England and Wales, and its subsidiaries (together, the "Group") for the six months ended 30 June 2015.
The condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the Annual Report and Accounts for the year ended 31 December 2014, which have been prepared in accordance with International Financial Reporting Standards as adopted for use in the EU ("IFRS"). The financial information in these half-yearly results, which were approved by the Board and authorised for issue on 4 August 2015, is unaudited but has been subject to a review by the Group's independent auditor.
Accounting estimates and judgements
The preparation of the half-yearly results requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on historical experience and other factors, such as expectations of future events, and are believed to be reasonable under the circumstances. Actual results may differ from these estimates. In preparing these half-yearly results, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the audited consolidated financial statements for the year ended 31 December 2014.
Going concern
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the condensed consolidated half year financial statements.
Accounting policies
The accounting policies applied by the Group in these half-yearly results are the same as those applied by the Group in its audited consolidated financial statements for the year ended 31 December 2014 and which will form the basis of the 2015 Annual Report and Accounts. No new standards that have become effective in the period have had a material effect on the Group's financial statements.
Statement of Directors' responsibilities
The Directors confirm to the best of their knowledge that:
a. the half-yearly results have been prepared in accordance with IAS 34 as adopted by the European Union; and
b. the interim management report includes a fair review of the information required by the FCA's Disclosure and Transparency Rules (4.2.7 R and 4.2.8 R).
The Directors of IP Group plc and their functions are listed below.
By order of the Board
Mike Humphrey
Alan Aubrey
Chairman
Chief Executive Officer
4 August 2015Independent review report
To IP Group plc
Introduction
We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2015 which comprises the condensed consolidated statement of comprehensive income, condensed consolidated statement of financial position, condensed consolidated statement of cash flows, condensed consolidated statement of changes in equity and the related explanatory notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the Company in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA"). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FCA.
As disclosed in the accounting policies note, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2015 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FCA.
Jonathan Mills
for and on behalf of KPMG LLP
Chartered Accountants
15 Canada Square
London
E14 5GL
4 August 2015Company information
Company registration number
4204490
Registered office
24 Cornhill
London
EC3V 3ND
Directors
Mike Humphrey
(Non-executive Chairman)Alan John Aubrey
(Chief Executive Officer)Michael Charles Nettleton Townend
(Chief Investment Officer)Gregory Simon Smith
(Chief Financial Officer)David Baynes
(Chief Operating Officer)Douglas Brian Liversidge CBE
(Senior Independent Director)Jonathan Brooks
(Non-executive Director)Professor Lynn Faith Gladden CBE
(Non-executive Director)Dr Elaine Sullivan
(Non-executive Director)Company secretary
Angela Leach
This information is provided by RNSThe company news service from the London Stock ExchangeENDIR PIMBTMBJMTPA
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