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RNS Number : 1709M  Syncona Limited  14 November 2024

14 November 2024

 

Syncona Limited

 

Interim Results for the six months ended 30 September 2024

 

Period of strong clinical progress, with a rebalanced portfolio continuing to
attract external capital

 

Expected key value inflection points to the end of CY2027, give confidence in
NAV growth, underpinning the path to £5 billion by 2032

 

Syncona Ltd, ("Syncona" or the "Company"), a leading life science investor
focused on creating, building and scaling a portfolio of global leaders in
life science, today announces its Interim Results for the six months ended 30
September 2024.

 

Financial Performance

·    Net assets of £1,144.6 million (31 March 2024: £1,238.9 million),
178.9p 1  (#_ftn1) per share (31 March 2024: 188.7p per share), a NAV per
share return of (5.2)%(( 2  (#_ftn2) ))

·    Performance predominantly driven by a decrease in Autolus' share
price and a weakening of the US dollar, partially offset by valuation uplifts
from private portfolio company financings, alongside accretive share buybacks

·    Life science portfolio valued at £791.9 million 3  (#_ftn3) (31
March 2024: £786.1 million) a return of (8.8)%(( 4  (#_ftn4) ))(, 5  (#_ftn5)
)

·    £90.0 million deployed 6  (#_ftn6) into the life science portfolio,
with deployment guidance for the year remaining at £150-200 million

·    £19.4 million of shares repurchased at an average 36.2% discount to
NAV per share, resulting in an accretion of 1.59p to NAV per share 7  (#_ftn7)

·    Capital pool(( 8  (#_ftn8) )) of £352.7 million at 30 September 2024
(31 March 2024: £452.8 million)

 

Rebalanced portfolio continues to deliver strong clinical progress and attract
significant investment, providing a strong platform for growth

·    Maturing strategic portfolio 9  (#_ftn9) of 14 companies, with 68.1%
of its value now in clinical and late-stage clinical companies 10  (#_ftn10) ,
following work to rebalance the portfolio over the last 24 months

·    A total of £305.6 million raised across six financings which were
closed in the period, including £170.5 million from leading external life
science investors, broadening the financial scale of the portfolio

·    Strong clinical execution across six clinical-stage companies, with
one company entering the clinic and multiple data readouts delivered during
the period, followed by two key value inflection points from Beacon and Spur
post-period end

·    Post-period end, Autolus received marketing approval from the US Food
and Drug Administration (FDA) for AUCATZYL(®) (obe-cel), its novel CAR T-cell
therapy, for the treatment of adult patients with relapsed or refractory
B-cell precursor acute lymphoblastic leukaemia (r/r B-ALL)

 

Confidence in the path to our NAV target of £5 billion by 2032

·    The Syncona team 11  (#_ftn11) believes there is substantial latent
value in the portfolio and the delivery of expected key value inflection
points by the end of CY2027 has the potential to drive significant NAV growth,
underpinning our confidence in the path to £5 billion by 2032

·    This conviction is enhanced by the work undertaken to rebalance to a
more mature portfolio, the strong clinical and operational execution of the
portfolio, and the milestones expected to be delivered by clinical-stage
companies, notably those publishing definitive data by the end of CY2027

 

Partial realisation of holding in Autolus

·    Syncona's exposure to Autolus rebalanced as it transitions from
development stage to a commercial biotech, in line with Syncona's strategy of
building companies to late-stage development

·    8.3% of the holding in Autolus sold in the period, generating
proceeds of $12.6 million (£9.7 million)

·    A further 5.7% sold post-period end, generating further proceeds of
$8.6 million (£6.6 million)

·    Following these partial realisations, Syncona retains a 9.9% fully
diluted ownership stake in Autolus valued at $96.0 million (£75.3
million) 12  (#_ftn12)

 

Optimising returns for shareholders

·    The Syncona Board continues to believe that the current share price
undervalues the portfolio and its prospects and that the shares represent a
compelling investment opportunity, particularly given the material discount to
NAV at which the shares currently trade

·    Post-period end, the Board has taken the decision to allocate an
additional £15.0 million to share buybacks, recycling most of the proceeds
from the partial realisation of the Autolus holding 13  (#_ftn13)

·    Alongside the £20.0 million allocated to share buybacks in June
2024, this takes the total amount allocated to share repurchases to £75.0
million since the buyback was launched in September 2023, of which £46.3
million has been deployed to date 14  (#_ftn14)

·    Syncona remains funded to deliver on its key value inflection points,
whilst retaining capital to drive the broader strategy

 

Investing in the next frontier of innovation to deliver long-term growth

·    £12.5 million committed to new portfolio company Slingshot
Therapeutics (Slingshot), the Syncona Accelerator, focused on accumulating and
developing a pipeline of early-stage development programmes

·    Slingshot will efficiently advance and de-risk programmes from
academic founders by providing access to high quality management, centralised
development expertise, resource, funding and operational support

·    This centralised structure provides Syncona with a capital efficient
and de-risked way to gain more exposure to the returns available from
translating highly innovative science into promising biotech assets

 

Platform further strengthened with the appointment of Chair of SIML

·    Appointment of Kenneth Galbraith as Chair of SIML 15  (#_ftn15) .
Kenneth joins the SIML Board with immediate effect, bringing 35 years of
experience across biotechnology and venture capital to further support
Syncona's growth ambitions

 

Melanie Gee, Chair of Syncona Limited, said: "The Board remains focused on the
delivery of our strategy and our ambition to progress NAV to £5 billion by
2032. The potential for significant corporate activity should come from our
later-stage assets, assuming they achieve their key 2025, 2026 and 2027
clinical milestones. This is a result of the considerable work undertaken by
the team over the last 24 months.

 

We continue to believe that there is significant future value in our
portfolio. NAV growth, as a result of corporate activity, should follow the
progress of clinical milestones over time. The Company has a capital
allocation policy and, recognising the significant discount to NAV and
balancing this against future funding requirements, the Board has decided to
return £15.0 million proceeds from the partial sale of Autolus to
shareholders, taking the share buyback allocation to £75.0 million. Syncona's
remaining capital is focused on driving milestones across the portfolio to
deliver our strategy."

 

Chris Hollowood, CEO of Syncona Investment Management Limited, commented: "The
portfolio has made good clinical and operational progress in the first half of
the year. There have been multiple successful financing rounds, and our
later-stage companies have continued to deliver positive clinical data
readouts, providing further validation of their progress and the quality of
the portfolio.

 

Syncona has been through a period of NAV underperformance in recent years, and
we are now emerging from a challenging market environment well positioned to
take advantage of conditions as they improve. We are focused on delivering
growth and believe that there is substantial latent value in the portfolio
that is yet to be reflected in our NAV. Our maturing portfolio is in a strong
position and remains funded to deliver its key value inflection points by the
end of CY2027, which we believe have the potential to drive significant NAV
growth."

 

Expected capital access milestones and key value inflection points

 

The Syncona team is focused on driving its companies to late-stage clinical
development, where it believes significant value can be accessed. As Syncona
builds and scales its portfolio, there are opportunities to deliver milestones
that primarily drive access to capital (capital access milestones), and
milestones that have the potential to drive significant NAV growth (key value
inflection points).

 

A capital access milestone is a de-risking event for a portfolio company that
is expected to enable access to capital, which underpins progression towards a
company's next milestone. It is less likely that a capital access milestone
will drive significant NAV growth for Syncona, for example by increasing the
possibility of a realisation event, such as M&A.

 

A key value inflection point is a material de-risking event for a portfolio
company that has the potential to drive significant NAV growth for Syncona,
for example by increasing the possibility of a realisation event, such as
M&A. These milestones can also enable companies to access significant
capital including through financings and IPOs, which may take place at
valuation uplifts and underpin progression to a subsequent key value
inflection point which has the potential to drive greater value. M&A or
capital access is unlikely to occur immediately following a key value
inflection point.

 

·      Eight key value inflection points expected by the end of CY2027,
including three expected before the end of CY2025. These have the potential to
drive significant NAV growth. Syncona is funded to deliver on all of the
portfolio's key value inflection points

·      Nine capital access milestones across the portfolio expected by
the end of CY2026, with seven expected by the end of CY2025

·      These capital access milestones and key value inflection points
are not without risk

 

Further detail on individual capital access milestones and key value
inflection points can be found in the life science portfolio review. Detail on
portfolio company delivery against individual milestones can be found within
the supplementary information.

 

Life sciences portfolio valuations 16  (#_ftn16)

 

                                31 Mar 2024         Net investment in the period  Valuation  FX movement  30 Sep 2024  % of Group NAV  Valuation                                                          Fully diluted owner-ship stake 20  (#_ftn20)  Focus area

                                                                                  change                                               Basis(( 17  (#_ftn17) )),(( 18  (#_ftn18) )),(( 19  (#_ftn19) ))
                                (£m)                (£m)                          (£m)       (£m)         (£m)                                                                                            (%)
 Strategic portfolio companies
 Late-stage clinical
 Beacon                         94.7 21  (#_ftn21)  9.6                           15.1       (6.4)        113.0        9.9%            PRI                                                                41.5%                                         Gene therapy
 Autolus                        169.5               (9.7)                         (70.3)     (6.1)        83.4         7.3%            Quoted                                                             10.6%                                         Cell therapy
 Clinical
 Spur                           135.6               20.8                          1.1                     157.5        13.8%           Cost                                                               82.9%                                         Gene therapy
 Quell                          84.7                                                         (4.7)        80.0         7.0%            PRI                                                                33.7%                                         Cell therapy
 Anaveon                        35.7                                                         0.2          35.9         3.1%            PRI                                                                36.9%                                         Biologics
 iOnctura                       25.6                                                         (0.6)        25.0         2.2%            Cost                                                               23.0%                                         Small molecules
 Pre-clinical
 Resolution                     50.0                10.0                          3.6                     63.6         5.6%            Cost                                                               82.6%                                         Cell therapy
 Purespring                     45.3                5.0                           0.9                     51.2         4.5%            PRI                                                                38.1%                                         Gene therapy
 OMass                          43.7                6.0                                                   49.7         4.3%            PRI                                                                28.9%                                         Small molecules
 Kesmalea                       12.0                8.0                                                   20.0         1.7%            Cost                                                               59.7%                                         Small molecules
 Yellowstone                    1.0                 15.5                                                  16.5         1.4%            Cost                                                               60.9%                                         Biologics
 Mosaic                         7.3                 7.7                                                   15.0         1.3%            Cost                                                               76.6%                                         Small molecules
 Forcefield                     6.5                 1.7                           2.4                     10.6         0.9%            PRI                                                                62.6%                                         Biologics
 Slingshot                      0.0                 5.6                                                   5.6          0.5%            Cost                                                               100.0%                                        Accelerator
 Portfolio milestone payments
 Neogene milestone payment      2.2                                               2.2        (0.3)        4.1          0.4%            DCF                                                                                                              Cell therapy
 Clade milestone payment        0.0                 0.7                                                   0.7          0.1%            DCF                                                                                                              Cell therapy
 Syncona investments
 CRT Pioneer Fund               33.9                (0.8)                                                 33.1         2.9%            Adj Third Party                                                    64.1%                                         Oncology
 Biomodal                       18.0                                                         (1.0)        17.0         1.5%            PRI                                                                5.5%                                          Epigenetics
 Achilles                       11.0                                              (2.1)      (0.4)        8.5          0.7%            Quoted                                                             22.7%                                         Cell therapy
 Century 22  (#_ftn22)          0.0                 4.3                           (2.6)      (0.2)        1.5          0.1%            Quoted                                                             1.4%                                          Cell therapy
 Clade                          9.4                 (9.4)                                                 0.0          0.0%            Sold                                                                                                             Cell therapy
 Total Life Science Portfolio   786.1               75.0                          (49.7)     (19.5)       791.9        69.2%

 Capital pool                   452.8               (104.7)                       8.4        (3.8)        352.7        30.8%
 TOTAL                          1,238.9                                                                   1,144.6      100.0%

 

 

About Syncona

 

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

 

We aim to build and maintain a diversified portfolio of 20-25 globally leading
life science businesses, across development stage, modality and therapeutic
area, for the benefit of all our stakeholders. We focus on developing
treatments that deliver patient impact by working in close partnership with
world-class academic founders and experienced management teams. Our balance
sheet underpins our strategy, enabling us to take a long-term view as we look
to improve the lives of patients with no or poor treatment options, build
sustainable life science companies and deliver strong risk-adjusted returns to
shareholders.

 

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

 

Syncona Limited seeks to achieve returns over the long term. Investors should
seek to ensure they understand the risks and opportunities of an investment in
Syncona Limited, including the information in our published documentation,
before investing.

 

Enquiries

 

Syncona Ltd

 

Natalie Garland-Collins / Fergus Witt

Tel: +44 (0) 20 3981 7912

 

FTI Consulting

 

Ben Atwell / Tim Stamper

Tel: +44 (0) 20 3727 1000

 

 

Syncona Investment Management Limited review

 

Business review

 

The first half of the year has been a strong period of execution, with the
Syncona team resolutely focused on driving value, capital efficiency and
delivery across the portfolio.

 

We ended the period with net assets of £1,144.6 million (31 March 2024:
£1,238.9 million) or 178.9p per share (31 March 2024: 188.7p per share), a
NAV per share return of (5.2)%. Our performance has predominantly been driven
by a decrease in Autolus' share price and a weakening of the US dollar,
partially offset by valuation uplifts in Beacon and Forcefield following their
syndicated Series B financings, alongside accretive share buybacks at the
Syncona level.

 

In recent years we have been operating in a challenging market environment and
have been through a period of NAV underperformance. We have been working to
address this. We have proactively managed and rebalanced the portfolio,
weighting it towards clinical and late-stage clinical companies, as well as
prioritising capital and the Syncona team's focus towards our most promising
companies and assets. Alongside this, we have expanded our senior team and
embedded a new operating model, providing a platform for future growth.

 

We are optimistic on the outlook for our sector, with the private financing
environment increasingly showing signs of recovery. This is supported by macro
tailwinds including softening inflation and interest rate cuts, which create
more favourable conditions for both Syncona and our companies to operate in.
This recovery has been underlined by the recent delivery of a number of
syndicated financings across the strategic portfolio.

 

Attracting external investment to the portfolio

 

The strategic portfolio has been executing well and continues to attract
considerable investment. Since 31 March 2024, a total of £305.6 million has
been raised by the portfolio across financings closed in the period by Beacon,
Purespring, Resolution, Slingshot, Forcefield, and Mosaic, with £170.5
million raised from leading external life science investors, broadening the
financial scale of our companies. We were particularly pleased to execute the
Beacon and Forcefield financings at valuation uplifts, with Syncona's holdings
in these companies written up by 17.6% and 37.6%, respectively.

 

Following these recent financings, and including the capital pool, £770.1
million (67.3%) of NAV has been priced with reference to a third-party mark
since the start of 2022, from the point that the market downturn had fully set
in. With the portfolio now substantially refinanced, we believe our NAV is
robust and our companies have a strong platform for future growth, supporting
them in the delivery of their milestones.

 

A maturing and rebalanced portfolio that continues to execute

 

The strategic portfolio of 14 companies is increasingly diversified across
therapeutic area and modality and weighted towards clinical and late-stage
clinical companies, where 68.1% of strategic portfolio value is held. The core
premise of our investment strategy is that significant risk-adjusted returns
can be accessed at late-stage clinical development, and we are focused on
driving our companies towards this stage.

 

There has been strong clinical execution across the portfolio, particularly
amongst these later-stage assets. Beacon presented promising 36-month interim
results from its Phase I/II HORIZON trial in patients with X-linked retinitis
pigmentosa (XLRP). Post-period end it also presented positive 24-month interim
safety and efficacy data from its Phase II SKYLINE trial in XLRP, a key value
inflection point for the company.

 

Post-period end, Spur presented data from its Phase I/II trial of FLT201 in
Gaucher disease which further demonstrated the favourable efficacy and safety
profile of the therapy, a key value inflection point for the company. We were
also pleased during the period to see Anaveon enter the clinic with its Phase
I/II trial of ANV600, taking the total number of clinical-stage companies in
our strategic portfolio to six.

 

Overall, throughout the portfolio there have been six capital access
milestones and two key value inflection points delivered since 31 March 2024,
including post-period end, with a further seven capital access milestones and
three key value inflection points expected by the end of CY2025.

 

Post-period end, Autolus received approval from the FDA for AUCATZYL(®)
(obe-cel) and subsequently commenced its commercial launch in the US. This
novel CAR T-cell therapy was approved for the treatment of r/r B-ALL, bringing
a much-needed new treatment to adult patients suffering from this devastating
disease. We believe that AUCATZYL(®) has the potential to be a best-in-class
therapy in this disease area. The approval was a proud moment for Syncona. We
co-founded Autolus in 2014 and, in line with our strategy, we have worked
closely with the company's leadership team to support it from the academic
bench through to this regulatory decision from the FDA.

 

Partial realisation of our holding in Autolus

 

Syncona's strategy is to build companies to progress therapies to late-stage
development. As Autolus transitions to a commercial stage biotech, it is the
natural time for Syncona to rebalance its exposure to the business. Syncona
sold 8.3% of its holding in Autolus in the period, generating proceeds of
$12.6 million (£9.7 million). A further 5.7% was sold post-period end,
generating proceeds of $8.6 million (£6.6 million), and Syncona retains a
9.9% fully diluted ownership stake valued at $96.0 million (£75.3
million). 23  (#_ftn23)

 

Optimising shareholder returns

 

The challenging market backdrop and broader sentiment continues to impact
Syncona's share price, with the shares moving from a premium to a material
discount to NAV over the last two years. Post-period end, the Board has taken
the decision to allocate an additional £15.0 million to share buybacks,
recycling most of the proceeds from the partial realisation of the Autolus
holding. Since launching the programme in September 2023, the Board has
allocated a total of £75.0 million to share buybacks, underscoring the view
that the share price undervalues the portfolio and its potential. Syncona has
a strong platform and, alongside the Board, the Syncona team is focused on
driving NAV growth and optimising returns for our shareholders.

 

In our full year results in June 2024, Syncona set out its Capital Allocation
Policy, outlining its approach to managing capital to drive and maximise
returns for shareholders. The full policy can be found within the
supplementary information. To provide further clarity to shareholders on our
approach to capital allocation, within the financial review we have provided a
breakdown of how our capital pool is allocated against expected deployment.
Our capital pool continues to underpin our strategy and we remain committed to
progressively driving balance sheet efficiency. We remain funded to deliver
all of our key value inflection points, whilst retaining capital to drive the
broader strategy.

 

Continuing to invest in the next frontier of innovation

 

The Syncona team's focus and our capital allocation remains weighted towards
clinical assets or assets approaching clinical entry. Alongside this, we
continue to invest in the next frontier of innovation to support the delivery
of long-term growth.

 

We are pleased to announce today the launch of Slingshot, the Syncona
Accelerator. This is an exciting new portfolio company focused on accelerating
exceptional academic science towards clinical development. Supported by a
high-quality management team, Slingshot will accumulate and develop a pipeline
of early-stage development programmes, identified from world-leading academic
institutions in the UK, US and Europe. Slingshot will efficiently advance and
de-risk these programmes from academic founders by providing access to
development expertise that is rarely available to singular early-stage
programmes, as well as centralised resource, funding and operational support.

 

This centralised structure provides Syncona with a capital efficient and
de-risked way to gain more exposure to the returns available from translating
highly innovative science into promising biotech assets. SIML Managing
Partner, Edward Hodgkin has been appointed Executive Chair, and SIML Executive
Partner, Richard Wooster has been appointed Slingshot's Chief Scientific
Officer (CSO) and Director. Additional appointments have been made to support
Slingshot's operations and the development of its pipeline.

 

Slingshot's first programme, Apini, is focused on inflammatory diseases and
sourced from The University of Manchester. Syncona has provided Slingshot with
an initial commitment of £12.5 million, which will be used to support the
development of Apini, as well as Slingshot's operational build and platform
development.

 

Confidence in the path to our 10-year targets

 

In November 2022, we set out the following 10-year targets to organically grow
net assets to £5 billion:

·      Three new companies created or added to the portfolio per year

·      Delivering three to five companies to late-stage development
where we are significant shareholders

·      Building a portfolio of 20-25 life science companies

 

The Syncona team believes that there is substantial latent value within the
portfolio and that the delivery of expected key value inflection points by the
end of CY2027 has the potential to drive significant NAV growth, giving us
confidence in the path to our NAV target of £5 billion by 2032. Conviction in
this is enhanced by the work undertaken to rebalance to a more mature
portfolio, the strong execution of our companies, and the milestones that we
expect to be delivered from our clinical-stage portfolio.

 

As we build and scale our portfolio, our companies will reach milestones that
primarily have the potential to drive access to capital (capital access
milestones) and milestones that also have the potential to drive significant
NAV growth for Syncona (key value inflection points).

 

Primarily, key value inflection points are the delivery of emerging efficacy
or definitive data, with the latter typically being more valuable. When
delivering these milestones, our companies demonstrate positive clinical
progress and the likelihood of their therapies being developed into approved
products increases. Therefore, key value inflection points are material
de-risking events, which have the potential to lead to significant NAV growth
for Syncona, for example by increasing the likelihood of realisation event,
such as M&A. These milestones can also enable companies to access
significant capital through financings and IPOs, which may take place at
valuation uplifts and will support the portfolio company to advance towards
the market independently.

 

It is important to note that not all key value inflection points need to be
successful to deliver significant NAV growth, however, it is likely that
realisation events will need to occur to in order for Syncona to deliver its
10-year NAV targets. These events can take time to crystalise and any NAV
growth is unlikely to occur simultaneously with key value inflection points.

 

There are currently eight key value inflection points expected by the end of
CY2027, including three expected before the end of CY2025, and Syncona is
funded to deliver on all of these. These key value inflection points are
expected to be delivered by seven portfolio companies, most notably from our
most mature private portfolio companies, Beacon, Spur and iOnctura. New
opportunities and the wider portfolio offer further optionality for NAV growth
beyond CY2027, particularly through the portfolio companies that will enter
the clinic.

 

A maturing portfolio and improving market conditions may present opportunities
to accelerate NAV growth. Syncona's proactive management approach constantly
evaluates any arising opportunities, and we will pursue those that improve the
risk-adjusted returns of the portfolio and support the delivery of our 10-year
targets.

 

Appointment of SIML Chair

 

Today, we are pleased to announce that Kenneth Galbraith has joined the SIML
Board with immediate effect and has accepted the role of Chair of SIML, which
will take effect following regulatory approval. From a career spanning over 35
years, Kenneth has outstanding experience in leading and growing businesses.
This appointment follows a comprehensive global search process, with Kenneth's
expertise across biotechnology and venture capital making him an ideal fit for
the role, supported by his existing knowledge of the business from his current
role as an Executive Partner.

 

Looking forward

 

We are emerging from a period of proactively managing and rebalancing the
portfolio to enable a return to NAV growth, whilst maintaining the capital
required to deliver our long-term ambitions. With the macro environment
improving and potentially providing tailwinds for Syncona and its portfolio
companies, we are well positioned to benefit as we deliver against our
strategy.

 

There has been strong execution in the first half of the year in financings
and clinical delivery. The latent value this has built into the portfolio,
alongside a number of key value inflection points expected by the end of
CY2027, increases our confidence in the path to our NAV target of £5 billion
by 2032.

 

Chris Hollowood, CEO of Syncona Investment Management Limited, 13 November
2024

 

 

Life science portfolio review

 

Our life science portfolio was valued at £791.9 million at 30 September 2024
(31 March 2024: £786.1 million), delivering a (8.8)% return in the period. It
comprises our strategic portfolio companies, potential milestone payments, and
investments, which are non-core and provide optionality to deliver returns for
our shareholders.

 

Our strategic portfolio consists of the 14 core life science portfolio
companies where Syncona has significant shareholdings and plays an active role
in the company's development. These companies are diversified across modality
and therapeutic area, with six companies at the clinical stage (two producing
definitive data) and the remainder at pre-clinical stage.

 

Our NAV Growth Framework

 

We are continuing to report against our NAV Growth Framework, to give
shareholders more clarity on which milestones and what stage of the
development cycle we anticipate our companies will be able to access capital
and drive significant NAV growth in the current market environment. Our
portfolio companies are mapped against the categories below.

 

1.   Companies where delivery against milestones has the potential to enable
access to capital:

 

·      Operational build

o  Clearly defined strategy and business plan

o  Leading management team established

 

·      Emerging efficacy data

o  Clinical strategy defined

o  Initial efficacy data from Phase I/II in patients

 

2.   Companies where delivery against milestones have the potential to
deliver NAV uplifts:

 

·      Definitive data

o  Significant clinical data shows path to marketed product

o  Moving to pivotal trial and building out commercial infrastructure

 

·      On the market

o  Commercialising product

o  Revenue streams

 

Strategic portfolio company milestones

 

Specific portfolio company capital access milestones and key value inflection
points 24  (#_ftn24) (which are set out below) are not without risk and their
impact will be affected by various factors including the market environment at
the time of their delivery.

 

 Strategic life science portfolio company  Next expected capital access milestones                                          Syncona team view of expected key value inflection points
 Moving towards being on the market
 Autolus 25  (#_ftn25)                     H1 CY2025                                                                        CY2025

                                           -       Initial data from Phase I trial in SLE                                   -       Commercial traction following US launch of AUCATZYL(®)
                                                                                                                            (obe-cel), after FDA approval

 Beacon                                                                                                                     H2 CY2024 (formerly a capital access milestone)

                                                                                                                            -       Three-month data readout from the Phase II DAWN trial in XLRP

                                                                                                                            CY2026

                                                                                                                            -       Data readout from its Phase II/III pivotal VISTA trial in XLRP

 Moving towards publishing definitive data
 iOnctura                                  CY2024                                                                           CY2026

                                           -       Initiation of Phase II trial in uveal melanoma                           -       Data readout from its Phase II trial in uveal melanoma

 Spur                                      H2 CY2024                                                                        CY2027 (new)

                                           -       Select development candidate for GBA1 Parkinson's disease                -       Completion of the pivotal stage of its Phase III trial in
                                           programme                                                                        Gaucher disease

                                           H1 CY2025

                                           -       Initial safety readout in higher dose cohort from its Phase I/II
                                           trial in AMN

                                           H1 CY2025 (new)

                                           -       Additional data readout from its Phase I/II trial in Gaucher
                                           disease

                                           CY2025

                                           -       Initiation of Phase III trial in Gaucher disease

 Resolution                                H2 CY2024                                                                        CY2026

                                           -       Initiation of Phase I/II trial in end-stage liver disease                -       Data readout from its Phase I/II trial in end-stage liver
                                                                                                                            disease
 Moving towards publishing emerging efficacy data
 Quell                                                                                                                      CY2025

                                                                                                                            -       Data readout from its Phase I/II trial in liver transplantation
 Anaveon                                                                                                                    CY2026

                                                                                                                            -       Data readout from its Phase I/II trial of ANV600
 Purespring                                CY2026

                                           -       Initiation of Phase I/II trial in complement-mediated kidney
                                           disease
 OMass                                     CY2026

                                           -       Initiation of Phase I trial of its MC2 programme

 

Strategic portfolio

 

Late-stage clinical companies - 17.2% of NAV

 

Beacon (9.9% of NAV, 41.5% shareholding) - Moving towards being on the market

 

Syncona team view

 

Beacon Therapeutics (Beacon) represents a significant opportunity for Syncona
to apply its domain knowledge and existing expertise in retinal gene therapy
to a late-stage clinical asset in X-linked retinitis pigmentosa (XLRP).
Syncona believes that the eye is a very attractive target for adeno-associated
virus (AAV) gene therapy and the company possesses a strong set of data from
its Phase I/II HORIZON and Phase II SKYLINE trials supporting the therapeutic
benefit and safety profile of AGTC-501 in XLRP. This includes positive data
from SKYLINE released post-period end which underlines the durability profile
of the therapy and supports our thesis that AGTC-501 could be a potentially
life-changing treatment for patients suffering from XLRP. The company
continues to show strong momentum as it progresses through the clinic,
reinforced by the initiation of its Phase II/III VISTA trial which was
announced in the period.

 

   ·   Company focus: Beacon is an ophthalmic AAV-based gene therapy company founded
       to save and restore the vision of patients with a range of prevalent and rare
       retinal diseases that result in blindness.

   ·   Financing stage: Beacon raised $170 million (£134 million) in a Series B
       funding in July 2024. Forbion led the round and, alongside Syncona, the
       financing was supported by existing investors Oxford Science Enterprises and
       the University of Oxford, and new investors TCGX and Advent Life Sciences. As
       a result of the financing, Syncona's holding in Beacon was written up by
       £14.1 million (2.2p per share); a 17.6% uplift to the 31 March 2024 valuation
       of the company. The Series B financing brings the total amount that Beacon has
       raised in funding to date to approximately $290 million. The funds will be
       used to support the continued clinical development of AGTC-501 for XLRP and to
       generate Phase I/II clinical trial data for Beacon's dry age-related macular
       degeneration (dAMD) programme.

   ·   Lead programme: Post-period end Beacon released positive interim data from the
       Phase II SKYLINE trial, which showed a 57% response rate in the 24-month
       analysis of retinal sensitivity, the primary endpoint for the trial. This was
       a key value inflection point for the company and showed the potential of
       AGTC-501 as a one-time therapy for XLRP. During the period, Beacon also
       announced the initiation of its Phase II/III pivotal VISTA study for AGTC-501
       in XLRP. Beacon plans to use the data generated from the VISTA trial, in
       combination with data from the Phase I/II HORIZON and Phase II SKYLINE trials,
       to support its regulatory strategies in the EU and US.

   ·   Commercialisation update: In April 2024 Beacon announced the sale of its
       manufacturing team and facility in Alachua, Florida to Ascend Advanced
       Therapies (Ascend). The transaction includes a long-term partnership with
       Ascend to secure GMP product supply for AGTC-501, enabling the company to
       focus on clinical development.

   ·   Pipeline programmes: Beacon's second retinal disease programme is targeting
       dAMD, a leading cause of irreversible vision loss in people over 60.

   ·   People update: During the period Beacon announced the appointment of Lance
       Baldo, M.D. as CEO, and Thomas Biancardi as Chief Financial Officer. Lance
       brings more than 20 years of experience in biopharmaceuticals including the
       successful launch of two new indications and a new formulation for Lucentis
       while at Genentech. Most recently, he served as CMO at Freenome, an early
       cancer detection company, where he led the design and execution of the
       company's medical strategy to support its pipeline, from clinical trials
       through registration and commercialisation. Thomas is a biopharmaceutical
       industry veteran with over 25 years of financial and operational leadership
       experience, predominantly within ophthalmology. During his career, he has
       assisted numerous companies in raising capital and establishing clinical and
       commercial operations.

   ·   Key value inflection points:

       ·      Three-month data readout from the Phase II DAWN trial in XLRP
       expected in H2 CY2024.

       ·      Data readout from its Phase II/III pivotal VISTA trial in XLRP
       expected in CY2026.

 

Autolus (7.3% of NAV, 10.6% shareholding) - Moving towards being on the market

 

Syncona team view

 

Autolus Therapeutics' (Autolus) was granted approval post-period end from the
FDA for its lead therapy, AUCATZYL(®) (obe-cel), and has subsequently
commenced commercial launch. This novel CAR T-cell therapy has the potential
to be a best-in-class therapy for patients with r/r B-ALL, supported by its
very positive safety profile compared to current CD19 CAR T-cell therapies.
The company continues to deliver against its operational milestones, is well
capitalised to drive the full launch and commercialisation of AUCATZYL(®),
and is on track to advance its pipeline development plans into autoimmune
diseases. As Autolus transitions to commercial stage, Syncona believes it is
the natural time to rebalance its exposure to the business and, as such,
Syncona sold 8.3% of its Autolus holding in the period, generating proceeds of
$12.6 million (£9.7 million). A further 5.7% was sold post-period end,
generating proceeds of $8.6 million (£6.6 million), and Syncona retains a
9.9% ownership stake valued at $96.0 million (£75.3 million) 26  (#_ftn26) .

 

 

   ·   Company focus: Autolus is developing next generation programmed T-cell
       therapies for the treatment of cancer and autoimmunity with a clinical
       pipeline targeting haematological malignancies, solid tumours and autoimmune
       diseases.

   ·   Financing stage: Cash and cash equivalents at 30 September 2024 totalled
       $657.1 million ($239.6 million at 31 December 2023). Autolus estimates that,
       with its current cash and cash equivalents, it is well capitalised to drive
       the full launch and commercialisation of obe-cel in r/r adult ALL, as well as
       to advance its pipeline development plans.

   ·   Lead programme: Autolus announced further data from its study of obe-cel (to
       be marketed as AUCATZYL(®)) in r/r B-ALL at the American Society of Clinical
       Oncology (ASCO) Annual Meeting in May 2024, further underlining the strong
       safety profile of the drug, whilst demonstrating a durable response to
       treatment and potential for long-term survival outcomes. Autolus has had
       Marketing Authorisation Applications (MAAs) accepted for review by the UK's
       Medicines and Healthcare products Regulatory Agency (MHRA) and the European
       Medicines Agency (EMA). Post-period end, Autolus received marketing approval
       from the FDA for AUCATZYL(®) and subsequently commenced commercial launch in
       the US.

   ·   Commercialisation readiness: Autolus has delivered significant operational
       milestones to support the planned commercialisation of AUCATZYL(®) and enable
       the company to launch the product at a scale that serves the expected global
       demand. Global production capacity will be served by Autolus' specialist
       70,000 sq. foot advanced manufacturing facility (the Nucleus), the UK's first
       purpose-built CAR T-cell manufacturing unit.

   ·   Pipeline programmes: Autolus expects to publish initial data from its Phase I
       trial of obe-cel in SLE in H1 CY2025. The company's clinical programmes of
       AUTO8, AUTO6NG and AUTO1/22 are progressing well and data updates for all
       programmes are expected in CY2025.

   ·   People update: Autolus announced the appointment of Matthias Will, M.D., as
       Chief Development Officer. He joined Autolus from Dren Bio, Inc., a privately
       held biotech company, where he served as Chief Medical Officer (CMO), and has
       previously held roles at CytomX Therapeutics, Gilead, and Novartis. The
       company also appointed Mike Bonney as Chair of the Board of Directors, and
       Ravi Rao M.D., as Non-Executive Director.

   ·   Key value inflection point: Commercial traction following US launch of
       AUCATZYL(®) (obe-cel) in r/r adult ALL expected in CY2025, after FDA
       regulatory approval.

 

Clinical-stage companies - 26.1% of NAV

 

Spur (13.8% of NAV, 82.9% shareholding) - Moving towards publishing definitive
data

 

Syncona team view

 

During the period we announced that Freeline had completed the acquisition of
Syncona portfolio company SwanBio to form Spur Therapeutics (Spur), a new
company with a consolidated AAV gene therapy pipeline. Spur continues to make
strong clinical and operational progress, and Syncona has been encouraged by
the data published from its lead Gaucher disease programme, including the data
published post-period end at the European Society of Gene and Cell Therapy
(ESGCT) 31(st) Annual Congress, demonstrating a favourable efficacy and safety
profile for FLT201. This data de-risks Spur's technology and supports the
advancement of the company's pre-clinical pipeline into more prevalent
disorders, including Parkinson's disease. We believe FLT201 can be a first-
and best-in-class gene therapy for Gaucher disease patients with the potential
of delivering value for our shareholders.

 

   ·   Company focus: Developing transformative gene therapies for patients suffering
       from chronic debilitating diseases.

   ·   Financing stage: As part of Syncona's acquisition of Freeline, Syncona
       provided $15 million (£11.9 million) of financing to enable the company to
       meet its near-term cash requirements to continue to advance FLT201. Alongside
       Freeline's acquisition of SwanBio to create Spur, Syncona committed to
       providing a further £40.0 million in financing to support the development of
       the company's expanded pipeline. The management team has also executed on a
       series of operational and clinical actions to extend its cash runway.

   ·   Lead programme: The company presented positive data from its lead Gaucher
       disease programme at the American Society of Gene & Cell Therapy (ASGCT)
       in May 2024, reinforcing the safety, tolerability and efficacy profile of
       FLT201, as well as its potential to improve quality of life for patients.
       Importantly, the data showed levels of lyso-Gb1 27  (#_ftn27) were
       substantially reduced in patients with persistently high lyso-Gb1 levels,
       despite years on prior treatment with enzyme replacement therapy (ERT), the
       current standard of care for Gaucher disease patients, or substrate reduction
       therapy (SRT). This was reinforced with further data readouts in July 2024 and
       post-period end at the ESGCT 31(st) Annual Congress, that underlined the
       efficacy and safety profile of FLT201 and reinforced the long-lasting
       potential of FLT201 beyond what can be delivered through the current standard
       of care. The data presented at ESGCT was a key value inflection point for
       Spur. The company expects to report additional data from the Phase I/II trial
       of FLT201 in Gaucher disease in H1 CY2025 and is on track to initiate Phase
       III trial in CY2025.

   ·   Pipeline programmes: Spur's second clinical-stage gene therapy programme,
       SBT101 in adrenomyeloneuropathy (AMN), continued to make progress during the
       period and the company expects to announce initial safety data from the higher
       dose cohort in H1 CY2025. The company also presented new pre-clinical data at
       the inaugural GBA1 meeting from its GBA1 Parkinson's disease research
       programme demonstrating that its engineered enzyme reduces the accumulation of
       α-Synuclein, a protein that plays an important role in the development and
       progression of Parkinson's disease, more effectively than the naturally
       occurring protein.

   ·   Key value inflection point: Completion of the pivotal stage of its Phase III
       trial in Gaucher disease expected in CY2027.

 

Quell (7.0% of NAV, 33.7% shareholding) - Moving towards publishing emerging
efficacy data

 

Syncona team view

 

During the period Quell Therapeutics (Quell) announced positive and
translational safety data from the initial safety cohort of three patients
from its lead QEL-001 programme in liver transplantation. This data has
supported Quell's subsequent decision to advance QEL-001 into the efficacy
cohort of its Phase I/II trial. The company continues to deliver against
operational and clinical milestones, and a data readout from the Phase I/II
study is expected in CY2025.

 

   ·    Company focus: Developing engineered T-regulatory (Treg) cell therapies to
        treat a range of conditions such as solid organ transplant rejection,
        autoimmune and inflammatory diseases.

   ·    Financing stage: Raised $156 million in a syndicated Series B financing in
        November 2021.

   ·    Clinical update: During the year Quell presented safety data from its lead
        programme at the American Transplant Congress, demonstrating that QEL-001 was
        safe and well tolerated by liver transplant patients. Further translational
        data was presented post-period end at the ESGCT Annual Congress demonstrating
        durable enrichment of the QEL-001 CAR-Tregs in liver grafts. The company has
        also advanced QEL-001 to the efficacy cohort of the LIBERATE Phase I/II trial.

   ·    People update: Quell announced the appointment of Luke Beshar as Chair of its

    Board of Directors. Luke has more than 35 years of strategic development,
        financial and transactional experience from his Board and C-suite executive
        roles at several innovative, high-growth public and private companies.

   ·    Key value inflection point: Data readout from its Phase I/II trial in liver
        transplantation expected in CY2025.

 

Anaveon (3.1% of NAV, 36.9% shareholding) - Moving towards publishing emerging
efficacy data

 

Syncona team view

 

Anaveon has previously published positive pre-clinical data for ANV600 and
Syncona believes this pre-clinical data combined with the clinical data from
the previous-generation compound supports ANV600's anticipated clinical safety
and efficacy. Syncona looks forward to Anaveon reporting data from its Phase
I/II clinical trial of ANV600, which will provide insight into the value
potential of this programme.

 

   ·   Company focus: Developing a selective IL-2 receptor agonist, a type of protein
       that could enhance a patient's immune system to respond therapeutically to
       cancer.

   ·   Financing stage: Raised CHF 110 million (£90 million) in a syndicated Series
       B financing in 2021. Reflecting the previously announced strategic decision to
       focus on the ANV600 programme, which is pre-clinical stage, Syncona and the
       syndicate of investors in Anaveon adjusted the price of the final CHF 36.2
       million (£32.5 million) tranche of this financing.

   ·   Lead programme: During the period Anaveon entered the clinic with its Phase
       I/II trial of ANV600.

   ·   People update: Anaveon announced the appointment of Dieter Weinand as Chair of
       its Board of Directors. Dieter is an experienced business leader in the
       pharmaceutical industry and is the former Chair and CEO of Bayer
       Pharmaceuticals.

   ·   Key value inflection point: Data readout from its Phase I/II trial of ANV600
       expected in CY2026.

 

iOnctura (2.2% of NAV, 23.0% shareholding) - Moving towards publishing
definitive data

 

Syncona team view

 

iOnctura represents a significant opportunity for Syncona to invest in a
clinical-stage company which has the potential to move to late-stage
development and deliver high patient impact. The Syncona team continues to
work closely alongside iOnctura's management team to review its pipeline and
explore the breadth of roginolisib's utility in broader indications. Syncona
believes roginolisib has the potential to modulate an important biological
pathway in cancer with a side-effect profile that will allow it to benefit
many patients.

 

   ·   Company focus: Developing selective cancer therapeutics against targets that
       play critical roles in multiple tumour survival pathways.

   ·   Financing stage: Syncona led a €80 million (£68.4 million) Series B
       financing of iOnctura in March 2024 as part of a leading syndicate including
       existing investors Merck Ventures, Inkef Capital, Schroders Capital, VI
       Partners and the 3B Future Health Fund, as well as new investor the European
       Innovation Council.

   ·   Lead programme: iOnctura's lead programme, roginolisib, is a first-in-class
       allosteric (indirect) modulator of PI3K delta (PI3Kδ), which has potential
       application across a variety of solid tumour and haematological cancers. The
       company expanded its clinical trial programme for roginolisib to non-small
       cell lung cancer via a clinical collaboration agreement with GSK. The company
       expects to initiate a Phase II trial in uveal melanoma in CY2024, followed by
       Phase II trial initiations in non-small cell lung cancer and primary
       myelofibrosis in CY2025.

   ·   Pipeline programmes: The company has a number of clinical and pre-clinical
       pipeline programmes in broader oncology indications.

   ·   Key value inflection point: Data readout from its Phase II trial in uveal
       melanoma expected in CY2026.

 

 

Pre-clinical companies - 20.2% of NAV

 

Resolution (5.6% of NAV, 82.6% shareholding) - Moving towards publishing
definitive data

 

   ·   Company focus: Resolution Therapeutics (Resolution) is pioneering regenerative
       macrophage

therapy in inflammatory and fibrotic diseases.

   ·   Financing stage: During the period Syncona committed £63.5 million in Series
       B financing to Resolution. The proceeds will be used to support the clinical
       entry and development of lead programme RTX001, with the company now funded to
       deliver data from the Phase I/II clinical trial of RTX001 in end-stage liver
       disease, which is expected to enter the clinic in H2 CY2024.

   ·   Clinical update: Data presented at the European Association for the Study of
       the Liver (EASL) Congress from the MATCH II academic study demonstrated
       excellent safety and efficacy of the macrophage cell therapy at 30 months
       post-treatment. This was reinforced by complete three-year MATCH II data that
       was announced ahead of presentation at the American Association of the Study
       of Liver Disease (AASLD), taking place from 15-19 November. New preclinical
       data also to be presented at AASLD suggests superior anti-inflammatory and
       anti-fibrotic of RTX001 compared to non-engineered macrophages. Resolution is
       using the outputs of the MATCH II trial to prepare RTX001 for its Phase I/II
       clinical trial, which is now recruiting.

   ·   People update: Resolution announced the appointment of Paul Sekhri as Chair of
       its Board of Directors. Paul has over 35 years of experience in the life
       sciences industry, including leading business development and strategy in
       major pharmaceutical and biotechnology companies where he has a successful
       track record of partnering, M&A and financing.

   ·   Key value inflection point: Data readout from its Phase I/II trial in
       end-stage liver disease expected in CY2026.

 

Purespring (4.5% of NAV, 38.1% shareholding) - Moving towards publishing
emerging efficacy data

 

   ·   Company focus: Developing gene therapies for the treatment of chronic renal
       diseases which are currently poorly served by existing treatments.

   ·   Financing stage: Purespring Therapeutics (Purespring) raised £80 million in
       an oversubscribed Series B financing in September 2024, with Syncona
       committing £19.9 million alongside a leading syndicate led by Sofinnova
       Partners, in collaboration with Gilde Healthcare, Forbion, and British Patient
       Capital. Proceeds will be used to advance Purespring's strong pipeline of
       disease modifying gene therapies into the clinic and support the expected
       initiation of a Phase I/II clinical trial in CY2026 for its lead programme
       PS-002 targeting IgA Nephropathy (IgAN), a chronic kidney disease principally
       affecting young adults.

   ·   Development update: Purespring presented pre-clinical data at the 61(st)
       European Renal Association (ERA) Congress, showing that transgenes can be
       efficiently targeted to podocytes, highly specialised kidney cells, to replace
       defective genes or to use the podocyte as a protein factory to modulate kidney
       biology. The presented data establishes the potential of AAV gene therapy to
       deliver transgenes to the podocyte to replace defective genes or to modulate
       protein production. Post-period end Purespring presented pre-clinical data at
       the American Society of Nephrology (ASN) Kidney Week 2024, demonstrating that
       targeting podocytes to modulate complement activation reduces signs of kidney
       disease in animal models and is an effective therapeutic strategy.

 

OMass (4.3% of NAV, 28.9% shareholding) - Moving towards publishing emerging
efficacy data

 

   ·   Company focus: Developing small molecule drugs to treat rare diseases and
       immunological conditions.

   ·   Financing stage: OMass Therapeutics (OMass) raised £75.5 million in a Series
       B financing in April 2022, with an additional £10 million investment from
       British Patient Capital announced in May 2023.

   ·   Development update: During the period OMass selected its candidate for its
       lead MC2 programme, a G protein-coupled receptor (GPCR) for the
       adrenocorticotrophic hormone (ACTH). This will support the development of
       therapies which target conditions including congenital adrenal hyperplasia and
       Cushing's Syndrome.

 

Kesmalea (1.7% of NAV, 59.7% shareholding) - Moving towards completing
operational build

 

   ·   Company focus: An opportunity to create a new generation of small molecule
       oral drugs addressing diseases through modulating protein homeostasis.

   ·   Financing stage: Kesmalea Therapeutics (Kesmalea) raised £20.0 million in a
       Series A financing led by Syncona in 2022 alongside Oxford Science
       Enterprises. An additional £5.0 million was raised in 2023 with Syncona
       committing £4.0 million.

   ·   Development update: The company progressed development of its platform
       technology and discovery programmes.

   ·   People update: Kesmalea announced the appointment of Robert Johnson as CEO.
       Robert was previously CEO of Adrestia Therapeutics until its acquisition by
       Insmed. Prior to that, he held executive positions at Affinia Therapeutics,
       which he co-founded.

 

Yellowstone (1.4% of NAV, 60.9% shareholding) - Moving towards completing
operational build

 

   ·   Company focus: Pioneering soluble bispecific T-cell receptor (TCR)-based
       therapies to unlock a new class of cancer therapeutics, with a focus on
       frequently expressed peptide antigens presented by HLA class II.

   ·   Financing stage: Syncona committed £16.5 million to Yellowstone Biosciences
       (Yellowstone) in a Series A financing in 2024.

   ·   People update: The company continues to build out its team as it works towards
       completing operational build.

 

Mosaic (1.3% of NAV, 76.6% shareholding) - Moving towards completing
operational build

 

   ·   Company focus: Oncology therapeutics company using advanced computational
       methods and next-generation cancer models to discover and develop novel
       targeted combination medicines.

   ·   Financing stage: £22.5 million Series A announced in April 2023, led by
       Syncona alongside Cambridge Innovation Capital. During the period the
       financing was extended by a further £5.7 million. 28  (#_ftn28)

   ·   Platform capabilities: Mosaic Therapeutics' (Mosaic) technology platform uses
       proprietary disease models and machine learning to enable identification of
       novel biological intervention to drive responses in cancer. The company will
       then leverage these insights to build a pipeline of programmes.

   ·   People update: Post-period end, the company appointed Dr Barry Davies as CSO.
       Barry brings over 25 years of experience in drug discovery, including 19 years
       at AstraZeneca where he was most recently Senior Director, Global Project
       Leader.

 

Forcefield (0.9% of NAV, 62.6% shareholding) - Moving towards publishing
emerging efficacy data

 

   ·   Company focus: Pioneering best-in-class therapeutics aiming to protect
       cardiomyocytes (heart cells) to revolutionise the treatment of heart attacks.

   ·   Financing stage: Syncona committed to a Series A financing in Forcefield
       Therapeutics (Forcefield) in March 2024. Syncona's total commitment in the
       Series A is £20.0 million, and during the period Forcefield attracted a
       further £10.0 million Series A commitment from Roche Venture Fund which
       resulted in a write up of £2.4 million, a 37.6% uplift to Syncona's 31 March
       2024 holding value of the company.

 

Slingshot (0.5% of NAV, 100.0% shareholding) - Moving towards completing
operational build

 

   ·   Company focus: Slingshot, the Syncona Accelerator (Slingshot) is focused on
       accumulating and accelerating a pipeline of exceptional academic science
       towards clinical development.

   ·   Financing stage: Syncona has provided Slingshot with an initial commitment of
       £12.5 million, which will be used to support the development of its first
       programme, Apini, as well as Slingshot's operational build and platform
       development. Slingshot has been added to the strategic portfolio in the
       financial year.

   ·   People update: SIML Executive Partner Richard Wooster has joined Slingshot as
       the company's founding CSO and a Director, working alongside SIML Managing
       Partner Edward Hodgkin who will act as Executive Chair. SIML's Chief Financial
       Officer, Kate Butler has joined Slingshot's Board of Directors. Additional
       appointments have been made to support Slingshot's operations and the
       development of its pipeline.

 

Portfolio milestones and deferred consideration - 0.5% of NAV

 

Syncona also currently has rights to potential milestone payments related to
the sale of Neogene to AstraZeneca and the sale of Clade to Century. Together,
these potential milestones are valued on a risk-adjusted discounted cash flow
basis at £4.8 million.

 

Alongside these, Syncona has the potential to benefit from any future
commercialisation of Beacon's lead asset AGTC-501 via a "deferred
consideration", and holds a right to a royalty payment relating to
Purespring's lead programme. The valuation of both of these rights is included
within our valuation of Syncona's total interest in Beacon and Purespring.

 

Syncona investments - 5.2% of NAV

 

Syncona has £60.1 million of value in its investments, which are non-core and
provide optionality to deliver returns for our shareholders. Our assets held
within our investments are Achilles Therapeutics (Achilles), Century, CRT
Pioneer Fund, and Biomodal (formerly Cambridge Epigenetix).

 

During the period Achilles announced that it would be discontinuing its lead
programme, closing its clinical trials and exploring strategies to maximise
value for its remaining assets. Syncona has been engaging with the company on
routes to maximise value and is supportive of the actions taken by the
leadership team as the best path forward for the company.

 

During the period, Clade was acquired by Century Therapeutics (Century) for up
to $45.0 million (£35.9 million), with upfront consideration to Syncona of
$9.3 million (£7.4 million). Following completion of the acquisition Syncona
holds its shares in Century within its investment portfolio.

 

Roel Bulthuis, Managing Partner, Head of Investments, Syncona Investment
Management Limited, 13 November 2024

 

 

Financial review

 

Syncona's strategy is supported by our capital pool, people and operating
model, which underpin our ability to deliver growth for our shareholders. We
take a robust and prudent approach to valuation and managing our balance
sheet, whilst closely managing our costs. This supports the delivery of our
strategy and our ongoing focus on optimising returns for our shareholders.

 

Capital allocation

 

We take a rigorous approach to capital allocation and are resolutely focused
on delivery and growth, as we continue to prioritise capital towards clinical
opportunities and assets that are approaching clinical entry. £90.0 million
was deployed in the period, with Syncona continuing to anticipate that
deployment into the portfolio and pipeline at financial year end will be
£150-200 million, in line with prior guidance.

 

During the period, the Board allocated a further £20.0 million to the share
buyback, with an additional £15.0 million allocated post-period end. This
takes the total allocation to date to £75.0 million, of which £46.3 million
has been deployed to date, at an average discount of 34.7%, resulting in an
accretion of 3.66p to NAV per share since September 2023. £19.4 million of
shares were repurchased during the period, at an average discount of 36.2%,
resulting in an accretion of 1.59p to NAV per share, with a further £6.7
million of shares repurchased since the period end, at an average discount of
39.3%.

 

Syncona's rigorous approach to capital allocation is supported by financings
completed in the period across the portfolio, with £170.5 million raised from
external investors, alongside £139.2 million 29  (#_ftn29) of capital
committed by Syncona 30  (#_ftn30) . Our key value inflection points expected
by the end of CY2027, which have the potential to support significant growth
of our NAV, are funded. Key value inflection points are funded by capital
committed by Syncona and third-party investors in financings, or underwritten
by Syncona's capital pool. A portion of Syncona's capital pool is also
committed to funding future operational costs and the current share buyback
allocation. The remainder of our capital pool is allocated towards driving
broader portfolio company milestones and new investments.

 

                                                                         £M     % OF CAPITAL POOL
 Committed to portfolio companies, operational costs and share buybacks  232.2  65.8%
 Underwriting key value inflection points                                78.7   22.3%
 Driving broader portfolio milestones and new investments                41.8   11.9%

 

Capital pool management

 

Within our capital pool of £352.7 million we ensure that we allocate between
12 and 24 months of funding to cash and Treasury Bills. Longer-term capital is
allocated to a number of low volatility, highly liquid, multi-asset and credit
funds or mandates, managed by Kempen and M&G with portfolio mandates to
deliver a core CPI (consumer price index) return over the mid-term. At the
period end, £185.6 million was held in cash and Treasury Bills, with £148.5
million held in multi-asset funds and credit funds. The remainder of the
capital pool is invested in mature cash generative private equity funds. To
provide Syncona with a natural hedge against short-term US dollar cash flows,
19.2% of our capital pool is held in US dollars and the 5.9% weakening of the
US dollar versus sterling over the period resulted in an unrealised foreign
exchange loss of £3.8 million at the period end. The overall return across
our capital pool during the period was 1.0%.

 

                       £m     % of Gross capital pool 31  (#_ftn31)  % of nav
 CASH                  55.9   15.9%                                  4.9%
 Treasury Bills        129.7  36.8%                                  11.3%
 credit funds          75.9   21.6%                                  6.6%
 Multi-asset funds     72.6   20.6%                                  6.3%
 private equity funds  18.0   5.1%                                   1.6%

 

We continue to monitor the asset allocation and foreign exchange exposure
within the capital pool based on our capital requirements and market
conditions, with a focus on balancing inflationary risk with a core strategy
of capital preservation and liquidity access.

 

Valuation approach

 

Syncona values its unlisted portfolio companies in accordance with the
International Private Equity and Venture Capital (IPEV) Valuation Guidelines.
At the period end, our life science portfolio comprised listed holdings
(11.8%), private companies either valued at price of recent investment (PRI)
(43.3%), or on the basis of capital invested (calibrated cost) (38.3%). In
addition, potential milestone and deferred consideration payments relating to
Beacon, Neogene and Clade are valued on a risk-adjusted discounted cash flow
basis in line with our Valuation Policy and together represent 2.4% of the
portfolio 32  (#_ftn32) .

 

Throughout the challenging macro environment, which has impacted valuations
for early-stage life science companies, the Syncona team has continued to
rigorously review the robustness of our private company valuations. Our
approach to valuation includes taking inputs from the investment team, with a
focus on delivery against upcoming milestones as well as taking into account
any developments during the period which may have impacted the investment
theses of individual companies. We also take into account inputs from
Syncona's external valuation adviser, alongside evolving market data.
Following the recent work carried out financing the portfolio, including
through the delivery of syndicated financings alongside aligned investors,
£770.1 million (67.3%) of NAV has been priced with reference to a third-party
mark since the start of 2022, from the point that the market downturn had
fully set in. Consequently, we believe our NAV is robust, providing Syncona
with a strong basis for future growth.

 

Disciplined cost management

 

Syncona continues to remain focused on tightly managing its costs. As
highlighted in our recent annual results in June, Syncona has invested in its
platform and team to support its growth ambitions. This has included senior
appointments to the investment team as well as the Executive Partner group,
alongside other investments to support scaling our model. With the team and
operating platform required to deliver our strategic targets now largely
built, SIML anticipates that management fees for FY2024/5 will be below those
of the previous financial year (£16.6 million).

 

Kate Butler, Chief Financial Officer of Syncona Investment Management Limited,
13 November 2024

 

 

Supplementary information

 

Portfolio milestones delivery since introduction of NAV Growth Framework
(Interim Results, November 2023)

 

 

 Strategic life science portfolio company  Milestone                                                                      Milestone type                                                     Expected                 Status
 Autolus                                   Further long-term follow up data from its pivotal study in obe-cel in adult    Capital access milestone                                           H2 CY2023                Delivered
                                           r/r B-ALL
                                           BLA submission for obe-cel to the FDA                                          Capital access milestone                                           H2 CY2023                Delivered
                                           Initiate a Phase I study of obe-cel in refractory SLE, extending the use of    Capital access milestone                                           H1 CY2024                Delivered
                                           obe-cel into autoimmune diseases

                                           Initial data from Phase I trial in SLE                                         Capital access milestone                                           H2 CY2024                Now expected in H1 CY2025

                                           Commence the US commercial launch of obe-cel, dependent on anticipated FDA     Capital access milestone                                           H2 CY2024                Delivered
                                           regulatory approval in November

 Achilles 33  (#_ftn33)                    Provide further data from its Phase I/IIa clinical trial in NSCLC              Capital access milestone                                           Q1 CY2024                Delivered in Q2 CY2024
                                           Provide further data from its Phase I/IIa clinical trial in melanoma           Capital access milestone                                           Q1 CY2024                Delivered in Q2 CY2024

 Quell                                     Complete dosing of the safety cohort in its Phase I/II trial in liver          Capital access milestone                                           H2 CY2023                Delivered in H1 CY2024
                                           transplantation
                                           Initial safety data in Phase I/II trial in liver transplantation               Capital access milestone                                           H1 CY2024                Delivered
 Beacon                                    Publish 12-month data from its Phase II trial in XLRP                          Capital access milestone                                           H1 CY2024                Delivered

                                           Initiate its Phase II/III trial in XLRP                                        Capital access milestone                                           H1 CY2024                Delivered

                                           Publish 24-month data from its Phase II SKYLINE trial in XLRP                  Key value inflection point                                         H2 CY2024                Delivered
                                           Three-month data readout from the Phase II DAWN trial in XLRP                  Moved from capital access milestone to key value inflection point  CY2025                   Now expected in H2 CY2024
 Spur                                      Release of additional data from its Phase I/II trial in Gaucher disease        Capital access milestone                                           CY2024                   Delivered

                                           Initial safety readout in higher dose cohort from its Phase I/II trial in AMN  Capital access milestone                                           H1 CY2024 34  (#_ftn34)  Now expected in H1 CY2025

                                           Data readout from its Phase I/II trial in Gaucher disease                      Key value inflection point                                         H2 CY2024                Delivered
 Anaveon                                   Publish initial data from its Phase I/II trial of ANV419 in metastatic         Capital access milestone                                           H2 CY2024                ANV419 programme deprioritised
                                           melanoma
                                           Initiation of Phase I/II trial of ANV600                                       Capital access milestone                                           H2 CY2024                Delivered

 

 

Our track record since 2012

 

 -                    £1,349.4 million deployed in life science portfolio since 2012
 -                    17.2% IRR and 1.3x multiple on cost across whole portfolio(( 35  (#_ftn35) ))

 Company                                   Cost (£m)         Value (£m)        Multiple          IRR
 Strategic portfolio
 Autolus                                   133.3             83.4              0.6               (8.1)%
 Spur                                      372.6             157.5             0.4               (23.8%)
 Beacon (incl. Deferred Consideration)     89.8              113.0             1.3               17.0%
 Quell                                     61.4              80.0              1.3               7.3%
 Resolution                                59.9              63.6              1.1               3.6%
 Purespring                                50.0              51.2              1.0               1.1%
 OMass                                     41.4              49.7              1.2               5.6%
 Anaveon                                   52.5              35.9              0.7               (13.1%)
 iOnctura                                  25.7              25.0              1.0               (5.4%)
 Kesmalea                                  20.0              20.0              1.0               0.0%
 Mosaic                                    15.0              15.0              1.0               0.0%
 Forcefield                                8.2               10.6              1.3               16.7%
 Yellowstone                               16.5              16.5              1.0               0.0%
 Slingshot                                 5.6               5.6               1.0               0.0%
 Realised companies
 Blue Earth                                35.3              351.0             9.9               83.3%
 Gyroscope                                 113.1             325.3             2.9               50.0%
 Nightstar                                 56.4              255.7             4.5               71.1%
 Neogene (incl. Milestone value)           14.3              19.5              1.4               13.4%
 Clade (incl. Milestone value)             23.2              8.0               0.3               (42.6%)
 Autolus (partial realisation)             13.7              9.7               0.7               (18.9%)
 Azeria                                    6.5               2.2               0.3               (50.1%)
 14MG                                      5.5               0.7               0.1               (46.4%)
 Investments
 Achilles 36  (#_ftn36)                    60.7              8.5               0.1               (32.0%)

 Other unrealised investments              37.9              51.6              1.4               4.2%
 Realised investments                      31.0              30.9              1.0               0.0%
 Total                                     1,349.4           1,792.1           1.3               17.2%

 

Performance since 2016

 

In 2016, Syncona merged with the Battle Against Cancer Investment Trust
(BACIT), becoming a FTSE 250 life science investor and expanding its permanent
capital base. Since that time, Syncona's NAV per share has increased from
127.9p to 178.9p, a total return of 5.0% per annum. Using an IRR calculation
for the performance of the Syncona life science portfolio over the same
period, the portfolio has delivered an IRR of 12.9% and is valued at a 1.3
multiple of its 2016 value.

 

Peer Group transaction values and market capitalisations for iOnctura, Spur
and Beacon

 

 iOnctura  M&A (US$m)      NASDAQ (US$m)      Spur  M&A (US$m)      NASDAQ (US$)      Beacon  M&A (US$m)      NASDAQ (US$)
           7,304.8         11,837.5                 7972.2          4508.7                    5377.7          588.5
           3,139.8         7,318.3                  2617.8          1793.8                    4149.1          567.7
           2,573.0         2,771.8                  2000.0          1695.7                    800.0           453.3
           2,500.0         2,210.6                  778.4           1251.2                    716.4           168.1
           1,789.5         2,134.4                  308.0           588.5                     352.9
           1,050.0         1,054.4                  283.9           547.1                     130.0
           287.2           859.4                    69.0            438.0
           200.0           774.4                                    426.4
           185.0           519.8                                    401.2
           185.0           437.5                                    265.5
           100.0           286.2                                    264.6
           99.0            212.3                                    245.3
           78.0            186.2                                    80.7
           24.0            90.4
                           56.3

 

iOnctura:

 

Constituents of M&A peer group: AnHeart Therapeutics, Kinnate Biopharma,
Theseus Pharmaceuticals, ORM, Kinnjiu, Turning Point, Oncoceutics, Forbius,
ArQule, Peloton Therapeutics, Loxo Oncology, Ignyta, Tolero, Acerta Pharma

 

Constituents of the trading peer group: Revolution Medicines, Nuvalent,
IDEAYA, Nurix, Recursion, Relay, Tyra, Monte Rosa, Foghorn, C4, Acrivon,
Nuvectis, Black Diamond, Prelude, Immuneering

 

Spur:

 

Constituents of M&A peer group: Orchard Therapeutics, Decibel
Therapeutics, Akouos, Prevail Therapeutics, AskBio, Audentes Therapeutics,
AveXis

 

Constituents of the trading peer group: Crispr, Intellia, Rocket, Neurogene,
RegenxBio, Verve, Taysha, Voyager, UniQure, Editas, Lexeo, Solid Bio, Bluebird
Bio

 

Beacon:

 

Constituents of M&A peer group: Bota-vec (MeiraGTx), Iveric Bio, Gyroscope
Therapeutics, Nightstar Therapeutics, Spark Therapeutics, Ocata

 

Constituents of the trading peer group: RegenxBio, Meira GTx, 4D Molecular,
Adverum

 

 

Approach to disclosing portfolio company information

 

Our model is to create companies around world-leading science, bringing the
commercial vision and strategy, building the team and infrastructure and
providing the funding to scale these businesses.

 

When we create or invest in a portfolio company, or when a portfolio company
completes an external financing or other transaction, we may announce that
transaction. Our decision on whether (and when) to announce a transaction
depends on a number of factors including the commercial preferences of the
portfolio company. We would make an announcement where we consider that a
transaction is material to our shareholders' understanding of our portfolio,
whether as a result of the amount of the commitment, any change in valuation
or otherwise.

 

In addition, our portfolio companies are regularly progressing clinical
trials. These trials represent both a significant opportunity and risk for
each company, and may be material for Syncona.

 

In many cases, data from clinical trials is only available at the end of the
trial. However, a number of our portfolio companies carry out open label
trials, which are clinical studies in which both the researchers and the
patients are aware of the drug being given. In some cases, the number of
patients in a trial may be relatively small. Data is generated as each patient
is dosed with the drug in a trial and is collected over time as results of the
treatment are analysed and, in the early stages of these studies, dose-ranging
studies are completed. Because of the trial design, clinical data in open
label trials is received by our portfolio companies on a frequent basis.
Individual data points need to be treated with caution, and it is typically
only when all or substantially all of the data from a trial is available and
can be analysed that meaningful conclusions can be drawn from that data about
the prospect of success or otherwise of the trial.

 

In particular, it is highly possible that early developments (positive or
negative) in a trial can be overtaken by later analysis with further data as
the trial progresses.

 

We would expect to announce our assessment of the results of a trial at the
point we conclude on the data available to us that it has succeeded or failed,
unless we conclude it is not material to our shareholders' understanding of
our portfolio. We would not generally expect to announce our assessment of
interim clinical data in an ongoing trial, other than in the situation where
the portfolio company announces interim clinical trial data, in which case we
will generally issue a simultaneous announcement unless we believe the data is
not materially different from previously announced data.

 

In all cases we will comply with our legal obligations, under the Market Abuse
Regulation or otherwise, in determining what information to announce.

 

Chris Hollowood, CEO of Syncona Investment Management Limited, 13 November
2024

 

 

Capital Allocation Policy

 

Syncona is committed to driving and maximising returns for shareholders over
the long term as we seek to deliver on our 10-year targets as set out in
November 2022. We strive to deliver growth through capital appreciation and
offer investors the opportunity to access the expertise of Syncona's
specialist team and the growth potential of a proprietary investment portfolio
in a high risk and high reward sector.

 

Focus on driving significant value through investing in life science

 

The core premise of our investment strategy is that significant risk-adjusted
returns in life science come when novel technology is developed to a
late-stage clinical product. We generate opportunities to do this by creating
companies from exceptional science, then building and scaling them over the
long term to reach late-stage clinical development, alongside third-party
investors. We also seek to make new investments in clinical-stage
opportunities, both public and private, where we can similarly advance them to
late-stage clinical development and generate strong risk-adjusted returns.

 

Portfolio management and our NAV Growth Framework

 

Many of our investments are both capital intensive and illiquid. We aim to
manage our portfolio as a whole to ensure we have the capital required to
deliver our investment strategy, either in cash or from liquid assets in our
life science portfolio. We leverage our balance sheet by accessing external
sources of capital to support the funding of our portfolio companies. We take
a rigorous approach to capital allocation, prioritising capital towards
clinical opportunities and assets which are approaching clinical entry, while
continuing to create companies based on exceptional science.

 

Our NAV Growth Framework gives shareholders more clarity on which milestones
and at what stage of the development cycle we anticipate our companies will be
able to access capital and drive significant NAV growth. Emerging efficacy and
definitive data both have the potential to provide access to capital. They
also have the potential to drive significant NAV growth, with the delivery of
definitive data typically being more valuable.

 

If our investment strategy is successful, we anticipate that we will generate
significant cash proceeds from exits or other liquidity events and that over
time this will be the principal source of capital to fund our strategy.

 

A sustainable model and a strategic approach to capital efficiency

 

Primarily, we will look to re-invest cash proceeds across our portfolio and
into new opportunities, where we believe we can drive significant returns by
continuing to fund companies through to clinical and late-stage development.

 

Where we do not see investment opportunities that allow us to efficiently
deploy capital across our portfolio, we will seek to return capital to
shareholders. We will consider all forms of distribution mechanisms for
capital returns at the time. This includes buying back our own shares, in
particular if market conditions create dislocations between the share price of
Syncona and its stated NAV. We will continue to ensure that we are positioned
to sustainably deliver milestones that have the potential to enable capital
access and are funded to deliver key value inflection points which have the
potential to deliver significant NAV growth.

 

Our approach to capital allocation is dynamic and continues to evolve as the
business scales and matures, increasing the potential to access third party
capital, liquidity and optimise returns for our shareholders.

 

Principal risks and uncertainties

 

The principal risks and uncertainties facing the Company for the second half
of the financial year are substantially the same as those disclosed in the
Report and Accounts for the year ended 31 March 2024:
https://www.synconaltd.com/media/lw4np1va/syn-ar24.pdf
(https://www.synconaltd.com/media/lw4np1va/syn-ar24.pdf)

 

Portfolio company risks:

-       Scientific theses fail

-       Clinical development doesn't deliver a commercially viable
product

-       Portfolio concentration risk to platform technology

-       Concentration risk and binary outcomes

 

Access to Capital:

-       Not having capital to invest

-       Private/public markets don't value or fund our companies when we
wish to access them

-       Capital pool losses or illiquidity

 

People risks:

-       Reliance on small Syncona team

-       Systems and controls failures

-       Unable to build high-quality team/team culture

-       Unable to execute business plans

 

Macroeconomic environment:

-       Macroeconomic environment has a negative impact on sentiment for
portfolio companies and Syncona business model

 

 

Going Concern

 

The Condensed Consolidated Financial Statements are prepared on a going
concern basis. The net assets held by the Group and within investment entities
controlled by the Group currently consist of securities and cash amounting to
£1,144.6 million (31 March 2024 £1,238.9 million) of which £334.2 million
(31 March 2024: £435.8 million) are readily realisable within three months in
normal market conditions, including uncalled commitments to underlying
investments and funds amounting to £104.0 million (31 March 2024: £95.2
million).

 

Given the Group's capital pool of £352.7 million (31 March 2024: £452.8
million) the Directors consider that the Group has adequate financial
resources to continue its operations, including existing commitments to its
investments and planned additional capital expenditure for 12 months following
the approval of the Condensed Consolidated financial statements. The Directors
also continue to monitor the ever changing macro environment on the Group.
Hence, the Directors believe that it is appropriate to continue to adopt the
going concern basis in preparing the Condensed Consolidated Financial
Statements.

 

Related Parties

 

There have been no material changes to the nature of related party
transactions as described in the Annual Report and Audited Financial
statements for the year ended 31 March 2024. Refer to Note 11 for information
on related party transactions at 30 September 2024.

 

Statement of Directors' Responsibilities

 

The Directors confirm that to the best of their knowledge:

a)   the condensed set of interim financial statements have been prepared in
accordance with IAS 34 'Interim Financial Reporting', as adopted by the
European Union;

b)   the interim management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events and their impact during
the first six months and description of principal risks and uncertainties for
the remaining six months of the year); and

c)   the interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties' transactions and
changes therein).

 

The Directors of Syncona Limited are:

Melanie Gee, Chair

Julie Cherrington, Non-Executive Director

Cristina Csimma, Non-Executive Director

Virginia Holmes, Non-Executive Director

Rob Hutchinson, Non-Executive Director

Kemal Malik, Non-Executive Director

Gian Piero Reverberi, Non-Executive Director

John Roche, Non-Executive Director

 

 

INDEPENDENT REVIEW REPORT TO SYNCONA LIMITED

 

Conclusion

 

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
September 2024 which comprises the Condensed Consolidated Statement of
Comprehensive Income, the Condensed Consolidated Statement of Financial
Position, the Condensed Consolidated Statement of Changes in Net Assets
Attributable to Holders of Ordinary Shares, the Condensed Consolidated
Statement of Cash Flows and the related notes 1 to 14.

 

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 September 2024 is not prepared,
in all material respects, in accordance with United Kingdom adopted
International Accounting Standard 34 and the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

Basis for Conclusion

 

We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410 "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity" issued by the Financial Reporting
Council for use in the United Kingdom (ISRE (UK) 2410). A review of interim
financial information consists of making inquiries, 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
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.

 

As disclosed in note 2, the annual financial statements of the group are
prepared in accordance with the International Financial Reporting Standards
(IFRSs) as adopted by the European Union. The condensed set of financial
statements included in this half-yearly financial report has been prepared in
accordance with the European Union adopted International Accounting Standard
34, "Interim Financial Reporting".

 

Conclusion Relating to Going Concern

 

Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed.

 

This Conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410; however future events or conditions may cause the entity to
cease to continue as a going concern.

 

Responsibilities of the directors

 

The directors are responsible for preparing the half-yearly financial report
in accordance with the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority.

 

In preparing the half-yearly financial report, the directors are responsible
for assessing the group's ability to continue as a going concern, disclosing
as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the
company or to cease operations, or have no realistic alternative but to do so.

 

Auditor's Responsibilities for the review of the financial information

 

In reviewing the half-yearly financial report, we are responsible for
expressing to the company a conclusion on the condensed set of financial
statements in the half-yearly financial report. Our Conclusion, including our
Conclusion Relating to Going Concern, are based on procedures that are less
extensive than audit procedures, as described in the Basis for Conclusion
paragraph of this report.

 

Use of our report

 

This report is made solely to the company in accordance with ISRE (UK) 2410.
Our work has been undertaken so that we might state to the company those
matters we are required to state to it in an independent review 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 formed.

 

 

Deloitte LLP

Recognised Auditor

St Peter Port, Guernsey

13 November 2024

 

 

UNAUDITED GROUP PORTFOLIO STATEMENT

As at 30 September 2024

 

                                       Value              % of               Value          % of

                                       £'000              Group NAV          £'000          Group NAV

                                       30 September       30 September       31 March       31 March

                                       2024               2024               2024           2024
 Life science portfolio
 Life science companies
 Spur                                  157,470            13.8               135,627        10.9
 Beacon                                112,969            9.9                94,619         7.6
 Autolus                               83,415             7.3                169,469        13.7
 Quell                                 79,974             7.0                84,745         6.8
 Resolution                            63,591             5.6                49,974         4.0
 Purespring                            51,182             4.5                45,257         3.7
 OMass                                 49,712             4.3                43,712         3.5
 Anaveon                               35,926             3.1                35,713         2.9
 iOnctura                              24,973             2.2                25,646         2.1
 Kesmalea                              20,000             1.7                12,000         1.0
 Biomodal                              17,038             1.5                18,055         1.5
 Yellowstone                           16,500             1.4                1,000          0.1
 Mosaic                                15,033             1.3                7,333          0.6
 Companies of less than 1% of the NAV  26,215             2.3                26,834         2.2
 Total life science companies ((1))    753,998            65.9               749,984        60.6

 CRT Pioneer Fund                      33,065             2.9                33,874         2.7
 Milestone payments                    4,854              0.4                2,248          0.2

 Total life science portfolio ((2))    791,917            69.2               786,106        63.5

 Capital pool investments

 UK and US treasury bills              129,700            11.3               163,373        13.2
 Credit investment funds               75,951             6.6                112,015        9.0
 Multi asset funds                     72,557             6.3                70,500         5.7
 Legacy funds                          18,060             1.7                28,778         2.3

 Total capital pool investments ((3))  296,268            25.9               374,666        30.2

 Other net assets
 Cash and cash equivalents ((4))       61,924             5.4                104,819        8.5
 Charitable donations                  (2,035)            (0.2)              (4,353)        (0.4)
 Other assets and liabilities          (3,512)            (0.3)              (22,360)       (1.8)

 Total other net assets                56,377             4.9                78,106         6.3

 Total capital pool                    352,645            30.8               452,772        36.5

 Total NAV of the Group                1,144,562          100.0              1,238,878      100.0

( )

(1) Value of life science companies reflects the full economic interest
attributable to the company. Includes value attributable to equity, debt, and
other economic interests such as deferred consideration and royalty rights.)

(2) The life science portfolio of £791,917,048 (31 March 2024: £786,106,202)
consists of life science investments totalling £753,998,271 (31 March 2024:
£749,983,883), milestone payments of £4,854,257 (31 March 2024: £2,248,059)
held by Syncona Holdings Limited and the CRT Pioneer Fund of £33,064,520 (31
March 2024: £33,874,260) held by Syncona Investments LP Incorporated.)

(3) The capital pool investments of £296,267,647 (31 March 2024:
£374,665,784) are held by Syncona Investments LP Incorporated.)

(4) Cash and cash equivalents amounting to £560,614 (31 March 2024:
£260,826) is held by Syncona Limited. The remaining £61,363,399 (31
March2024: £104,558,141) is held by its subsidiaries other than portfolio
companies ("Syncona Group Companies"). Cash held by Syncona Group Companies
other than Syncona GP Limited is not shown in Syncona Limited's Condensed
Consolidated Statement of Financial Position since it is included within
financial assets at fair value through profit or loss.)

 

Assets held by the Group are held primarily through Syncona Holdings Limited
and Syncona Investments LP Incorporated. See note 1 for a description of these
entities.

 

The totals in the above table may differ slightly to the audited financial
statements due to rounding differences.

 

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period ended 30 September 2024

 

                                                                      Notes  Revenue      Capital       Unaudited           Unaudited

                                                                                                        six months to       six months to

                                                                                                        30 September        30 September

                                                                                                        2024                2023
                                                                             £'000        £'000         £'000               £'000

 Investment income
 Other income                                                         5      33,047       -             33,047              17,725
 Total investment income                                                     33,047       -             33,047              17,725

 Net losses on financial assets at fair value through profit or loss  5      -            (97,335)      (97,335)            (56,915)
 Total losses                                                                -            (97,335)      (97,335)            (56,915)

 Expenses
 Charitable donations                                                 6      2,035        -             2,035               2,206
 General expenses                                                            8,726        -             8,726               12,317
 Total expenses                                                              10,761       -             10,761              14,523

 Loss for the period                                                         22,286       (97,335)      (75,049)            (53,713)
 Loss for the period after tax                                               22,286       (97,335)      (75,049)            (53,713)

 Earnings/(loss) per Ordinary Share                                   9      3.45p        (15.06)p      (11.61)p            (8.01)p
 Earnings/(loss) per Diluted Share                                    9      3.45p        (15.06)p      (11.61)p            (8.01)p

 

The total columns of this statement represent the Group's Condensed
Consolidated Statement of Comprehensive Income, prepared in accordance with
International Financial Reporting Standards ("IFRS") as adopted by the
European Union.

 

The profit/(loss) for the period is equivalent to the "total comprehensive
income" as defined by International Accounting Standards ("IAS") 1
"Presentation of Financial Statements". There is no other comprehensive income
as defined by IFRS.

 

For the period ended 30 September 2024, the Company reported capital loss
after tax in the amount of £97,335,000 (year ended 31 March 2024: capital
loss after tax in the amount of £18,389,000).

 

All the items in the above statement derive from continuing operations.

 

The accompanying notes are an integral part of the Condensed Consolidated
Financial Statements.

 

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 September 2024

 

                                                                    Notes  Unaudited          Audited

                                                                           30 September       31 March

                                                                           2024               2024
                                                                           £'000              £'000
 Assets

 Non-current assets
 Financial assets at fair value through profit or loss              7      1,144,960          1,241,698

 Current assets
 Cash and cash equivalents                                                 561                261
 Trade and other receivables                                               7,027              9,138
 Total assets                                                              1,152,548          1,251,097

 Liabilities and equity

 Non-current liabilities
 Share based payments provision                                     8      3,328              2,861

 Current liabilities
 Share based payments provision                                     8      769                1,760
 Accrued expense and payables                                              3,889              7,598
 Total liabilities                                                         7,986              12,219

 Equity
 Share capital                                                      9      767,999            767,999
 Capital reserves                                                   9      347,439            444,774
 Revenue reserves                                                   9      68,810             46,328
 Treasury shares                                                    9      (39,686)           (20,223)
 Total equity                                                              1,144,562          1,238,878

 Total liabilities and equity                                              1,152,548          1,251,097

 Total net assets attributable to holders of Ordinary Shares               1,144,562          1,238,878

 Number of Ordinary Shares in Issue                                 9      639,065,994        655,335,586
 Net assets attributable to holders of Ordinary Shares (per share)  9      £1.79              £1.89
 Diluted NAV (per share)                                            9      £1.79              £1.89

 

The unaudited Condensed Consolidated Financial Statements were approved on 13
November 2024.

 

The accompanying notes are an integral part of the Condensed Consolidated
Financial Statements.

 

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO
HOLDERS OF ORDINARY SHARES

For the period ended 30 September 2024

 

                                          Share         Capital reserves      Revenue reserves      Treasury shares      Total

                                          capital
                                          £'000         £'000                 £'000                 £'000                £'000

 As at 31 March 2023 (audited)            767,999       463,163               23,493                -                    1,254,655

 Total comprehensive loss for the period  -             (56,915)              3,202                 -                    (53,713)

 Transactions with shareholders:
 Share based payments                     -             -                     329                   -                    329

 As at 30 September 2023 (unaudited)      767,999       406,248               27,024                -                    1,201,271

 

                                          Share         Capital reserves      Revenue reserves      Treasury shares      Total

                                          capital
                                          £'000         £'000                 £'000                 £'000                £'000

 As at 31 March 2024 (audited)            767,999       444,774               46,328                (20,223)             1,238,878

 Total comprehensive loss for the period  -             (97,335)              22,286                -                    (75,049)
 Acquisition of treasury shares           -             -                     -                     (19,463)             (19,463)

 Transactions with shareholders:
 Share based payments                     -             -                     196                   -                    196

 As at 30 September 2024 (unaudited)      767,999       347,439               68,810                (39,686)             1,144,562

 

The accompanying notes are an integral part of the Condensed Consolidated
Financial Statements.

 

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended 30 September 2024

 

                                                                  Notes  Unaudited           Unaudited

                                                                         six months to       six months to

                                                                         30 September        30 September

                                                                         2024                2023
                                                                         £'000               £'000
 Cash flows from operating activities
 Loss for the period                                                     (75,049)            (53,713)
 Adjusted for:
 Losses on financial assets at fair value through profit or loss  5      97,335              56,915
 Non-cash movement in share based payment provision                      (925)               (4,470)
 Operating cash flows before movements in working capital                21,361              (1,268)
 Decrease in trade and other receivables                                 2,111               2,247
 Decrease in accrued expense and payables                                (3,709)             (977)
 Net cash generated from operating activities                            19,763              2

 Cash flows from financing activities
 Acquisition of treasury shares                                   9      (19,463)            -
 Net cash used in financing activities                                   (19,463)            -

 Net increase in cash and cash equivalents                               300                 2
 Cash and cash equivalents at the beginning of the period                261                 14
 Cash and cash equivalents at the end of the period                      561                 16

 

Cash held by the Company and Syncona Group Companies is disclosed in the Group
Portfolio Statement.

 

The accompanying notes are an integral part of the Condensed Consolidated
Financial Statements.

 

 

CONDENSED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the period ended 30 September 2024

 

1.GENERAL INFORMATION

 

Syncona Limited (the "Company") is incorporated in Guernsey as a registered
closed-ended investment company. The Company's Ordinary Shares were listed on
the premium segment of the London Stock Exchange ("LSE") on 26 October 2012
when it commenced its business.

 

The Company makes its life science investments through Syncona Holdings
Limited (the "Holding Company"), a subsidiary of the Company. The Company
maintains its capital pool through Syncona Investments LP Incorporated (the
"Partnership") in which the Company is the sole limited partner. The general
partner of the Partnership is Syncona GP Limited (the "General Partner"), a
wholly-owned subsidiary of the Company. Syncona Limited and Syncona GP Limited
are collectively referred to as the "Group".

 

Syncona Investment Management Limited ("SIML"), a subsidiary, was appointed as
the Company's Alternative Investment Fund Manager ("Investment Manager").

 

The investment objective and policy is set out in the Directors' Report within
the Annual Report and Accounts for the year ended 31 March 2024.

 

2. ACCOUNTING POLICIES

 

The accounting policies applied in these interim accounts are the same as
those applied by the Group in its Annual Report and Accounts for the year
ended 31 March 2024 and shall form the basis of the 2025 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.

 

Information reported to the Board (the Chief Operating Decision Maker
("CODM")) for the purpose of allocating resources and monitoring performance
of the Group's overall strategy to create, build and scale around exceptional
science, consists of financial information reported at the Group level. The
capital pool is fundamental to the delivery of the Group's strategy and
performance and is reviewed by the CODM only to the extent this enables the
allocation of those resources to support the Group's investment in life
science companies. There are no reconciling items between the results
contained within this information and amounts reported in the financial
statements. IFRS requires operating segments to be identified on the basis of
the internal financial reports that are provided to the CODM, and as such the
Directors present the results of the Group as a single operating segment.

 

Statement of compliance

The Condensed Consolidated Financial Statements have been prepared in
accordance with IAS 34 "Interim Financial Reporting" as adopted by the
European Union, and should be read in conjunction with the Annual Report and
Accounts for the year ended 31 March 2024, which have been prepared in
accordance with IFRS as adopted by the European Union, and are in compliance
with The Companies (Guernsey) Law 2008.

 

The annual financial statements of the Group will also be prepared in
accordance with IFRS as adopted by the European Union. The financial
information in these interim accounts was approved by the Board and authorised
for issue on 13 November 2024. The financial information is unaudited but has
been subject to a review by the Group's independent auditor.

 

Basis of preparation

The Condensed Consolidated Financial Statements have been prepared under the
historical cost basis, except for investments held at fair value through
profit or loss, which have been measured at fair value.

 

Going concern

The Condensed Consolidated Financial Statements are prepared on a going
concern basis. The net assets held by the Group and within investment entities
controlled by the Group currently consist of securities and cash amounting to
£1,144.6 million (31 March 2024 £1,238.9 million) of which £334.2 million
(31 March 2024: £435.8 million) are readily realisable within three months
in normal market conditions with uncalled commitments to underlying
investments and funds amounting to £104.0 million (31 March 2024: £95.2
million).

 

Given the Group's capital pool of £352.7 million (31 March 2024:
£452.8 million) the Directors consider that the Group has adequate financial
resources to continue its operations, including existing commitments to its
investments and planned additional capital expenditure for 12 months following
the approval of the Condensed Consolidated financial statements. The Directors
also continue to monitor the ever changing macro environment on the Group.
Hence, the Directors believe that it is appropriate to continue to adopt the
going concern basis in preparing the Condensed Consolidated Financial
Statements.

 

Basis of consolidation

The Group's Condensed Consolidated Financial Statements consist of the
financial statements of the Company and the General Partner.

 

The results of the General Partner during the period are consolidated in the
Condensed Consolidated Statement of Comprehensive Income from the effective
date of incorporation and are consolidated in full. The financial statements
of the General Partner are prepared in accordance with United Kingdom
Accounting Standards under Financial Reporting Standard 101 "Reduced
Disclosure Framework". Where necessary, adjustments are made to the financial
statements of the General Partner to bring the accounting policies used in
line with those used by the Group. During the periods and year ended 30
September 2024, 30 September 2023 and 31 March 2024, no such adjustments have
been made. All intra-group transactions, balances and expenses are eliminated
on consolidation.

 

Entities that meet the definition of an investment entity under IFRS 10
"Consolidated Financial Statements" are held at fair value through profit or
loss in accordance with IFRS 9 "Financial Instruments". The Company, the
Partnership and the Holding Company meet the definition of Investment
Entities. The General Partner does not meet the definition of an Investment
Entity and is therefore consolidated.

 

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

 

The preparation of the interim results requires the Directors to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income
and expenses at the reporting date. However, uncertainties about these
assumptions and estimates, in particular relating to underlying investments of
private equity investments and life science investments could result in
outcomes that require a material adjustment to the carrying value of the
assets or liabilities in future periods.

 

In preparing these interim results, the significant judgements made by the
Directors in applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those applied to the Annual Report and
Accounts for the year ended 31 March 2024.

 

The key critical accounting judgement is the basis for determining the fair
value of life science investments. Further information can be found in note 3
of the Annual Report and Accounts.

 

The key sources of estimation uncertainty are the valuation of the Holding
Company's investments in privately held life science companies, the investment
in the CRT Pioneer Fund and the Partnership's private equity investments.

 

The unquoted investments within the life science portfolio are very illiquid.
Many of the companies are early stage investments and privately owned.
Accordingly, a market value can be difficult to determine. The primary inputs
used by the Company to determine the fair value of investments in privately
held life science companies are the cost of the capital invested and price of
recent investment ("PRI"), adjusted to reflect the achievement or otherwise of
milestones or other factors. The accounting policy for all investments is
described in note 2 of the Annual Report and Accounts for the year ended 31
March 2024 and the fair value of all investments is described in note 12.

 

In determining a suitable range to sensitise the fair value of the unlisted
life science portfolio, the Directors note the achievement or not of value
enhancing milestones as being a key source of estimation uncertainty. Such
activities and resulting data emanating from the life science companies can be
the key trigger for fair value changes and typically involve financing events
which crystallise value at those points in time. The range of +/-10% (30
September 2023: +/-14%, 31 March 2024: +/-12%) identified by the Directors
reflects their estimate of the range of reasonably possible valuations over
the next financial year, taking into account the position of the portfolio as
a whole. Key technical milestones considered by the Directors that typically
trigger value enhancement (or deterioration if not achieved) include the
generation of substantial clinical data.

 

The Company has assessed the impact of the current macroeconomic environment
on the private life science companies and does not consider that any
revaluations are required as a direct result.

 

4. INVESTMENT IN SUBSIDIARIES AND ASSOCIATES

 

The Company meets the definition of an investment entity in accordance with
IFRS 10. Therefore, with the exception of the General Partner, the Company
does not consolidate its subsidiaries and indirect associates, but rather
recognises them as financial assets at fair value through profit or loss.

 

Direct interests in subsidiaries

 

                                                                                     Unaudited             Audited
                                                                                     30 September          31 March
                                      Principal place                                2024                  2024
 Subsidiary                           of business          Principal activity        % interest ((1))      % interest ((1))
 Syncona GP Limited                   Guernsey             General Partner           100%                  100%
 Syncona Holdings Limited             Guernsey             Portfolio management      100%                  100%
 Syncona Investments LP Incorporated  Guernsey             Portfolio management      100%                  100%

 

((1)) Based on undiluted issued share capital and excluding the Management
Equity Shares ("MES") issued by Syncona Holdings Limited (see note 8).

 

There are no significant restrictions on the ability of subsidiaries to
transfer funds to the Company.

 

Indirect interests in subsidiaries

 

                                                                                                                                  Unaudited             Audited
                                                                                                                                  30 September          30 March
                                          Principal place                                                                         2024                  2024
 Indirect subsidiaries                    of business          Immediate parent                         Principal activity        % interest ((1))      % interest ((1))
 Syncona Discovery Limited                United Kingdom       Syncona Investments LP Incorporated      Portfolio management      100%                  100%
 Syncona Portfolio Limited                Guernsey             Syncona Holdings Limited                 Portfolio management      100%                  100%
 Syncona IP Holdco Limited                United Kingdom       Syncona Portfolio Limited                Portfolio management      100%                  100%
 Syncona IP Holdco (2) Limited            United Kingdom       Syncona Portfolio Limited                Portfolio management      100%                  100%
 Syncona IP Holdco (3) Limited            United Kingdom       Syncona Portfolio Limited                Portfolio management      100%                  100%
 Syncona IP Holdco (4) Limited            United Kingdom       Syncona Portfolio Limited                Portfolio management      100%                  0%
 Syncona Investment Management Limited    United Kingdom       Syncona Holdings Limited                 Portfolio management      100%                  100%
 SIML Switzerland AG                      Switzerland          SIML                                     Portfolio management      100%                  100%
 Slingshot Therapeutics Holdings Limited  United Kingdom       Syncona Portfolio Limited                Drug Discovery            100%                  0%
 Spur Therapeutics Limited                United Kingdom       Syncona Portfolio Limited                Gene therapy              95%                   99%
 Forcefield Therapeutics Limited          United Kingdom       Syncona Portfolio Limited                Gene therapy              85%                   94%
 Resolution Therapeutics Limited          United Kingdom       Syncona Portfolio Limited                Cell therapy              81%                   83%
 Yellowstone Biosciences Limited          United Kingdom       Syncona Portfolio Limited                Cell therapy              71%                   0%
 Mosaic Therapeutics Limited              United Kingdom       Syncona Portfolio Limited                Small molecule            70%                   51%
 Kesmalea Therapeutics Limited            United Kingdom       Syncona Portfolio Limited                Small molecule            60%                   59%
 Beacon Therapeutics Holdings Limited     United Kingdom       Syncona Portfolio Limited                Gene therapy              59%                   77%
 Purespring Therapeutics Limited          United Kingdom       Syncona Portfolio Limited                Gene therapy              47%                   81%

 

Indirect interests in associates

 

                                                                                                                Unaudited             Audited
                                                                                                                30 September          30 March
                              Principal place                                                                   2024                  2024
 Indirect associates          of business          Immediate parent               Principal activity            % interest ((1))      % interest ((1))
 Anaveon AG                   Switzerland          Syncona Portfolio Limited      Biologics                     43%                   37%
 Quell Therapeutics Limited   United Kingdom       Syncona Portfolio Limited      Cell therapy                  38%                   38%
 Azeria Therapeutics Limited  United Kingdom       Syncona Portfolio Limited      In voluntary liquidation      34%                   34%
 OMass Therapeutics Limited   United Kingdom       Syncona Portfolio Limited      Small molecule                33%                   37%
 Achilles Therapeutics plc    United Kingdom       Syncona Portfolio Limited      Cell therapy                  27%                   27%
 iOnctura B.V.                Netherlands          Syncona Portfolio Limited      Biologics                     27%                   20%

 

((1)) Based on undiluted issued share capital and excluding the Management
Equity Shares ("MES") issued by Syncona Holdings Limited (see note 8).

 

5. NET LOSSES ON FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

The net losses on financial assets at fair value through profit or loss arise
from the Group's holdings in the Holding Company and Partnership.

 

                      Notes  Unaudited             Unaudited

                              six months to         six months to

                             30 September          30 September

                             2024                  2023
                             £'000                 £'000
 Net losses from:
 The Holding Company  5.a    (75,765)              (43,979)
 The Partnership      5.b    (21,570)              (12,936)
 Total                       (97,335)              (56,915)

 

5.A MOVEMENTS IN THE HOLDING COMPANY:

 

                                                                          Unaudited             Unaudited

                                                                           six months to         six months to

                                                                          30 September          30 September

                                                                          2024                  2023
                                                                          £'000                 £'000

 Expenses                                                                 (50)                  (46)
 Movement in unrealised losses on life science investments at fair value  (75,715)              (43,933)
 through profit or loss
 Net losses on financial assets at fair value through profit or loss      (75,765)              (43,979)

 

5.B MOVEMENTS IN THE PARTNERSHIP:

 

                                                                              Unaudited             Unaudited

                                                                               six months to         six months to

                                                                              30 September          30 September

                                                                              2024                  2023
                                                                              £'000                 £'000

 Investment income                                                            41                    103
 Rebates                                                                      (29)                  (103)
 Expenses                                                                     (98)                  (252)
 Realised gains/(losses) on financial assets at fair value through profit or  19,575                (774)
 loss
 Movement in unrealised (losses)/gains on financial assets at fair value      (14,280)              8,596
 through profit or loss
 Gains/(losses) on foreign currency                                           6,268                 (2,781)
 Gains on financial assets at fair value through profit or loss               11,477                4,789
 Distributions made by the Partnership                                        (33,047)              (17,725)
 Net losses on financial assets at fair value through profit or loss          (21,570)              (12,936)

 

6. CHARITABLE DONATIONS

 

For the year ending 31 March 2025, the Group has agreed to make a charitable
donation of The Syncona Foundation of 0.35% of the total NAV of the Group
calculated on a monthly basis (30 September 2023: 0.35%, 31 March 2024:
0.35%). The donation is made by the General Partner.

 

During the period, charitable donations expense amounted to £2,034,904 (30
September 2023: £2,206,217). As at 30 September 2024, £2,034,904 (31 March
2024: £4,353,307) remained payable.

 

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

                      Notes  Unaudited          Audited

                             30 September       31 March

                             2024               2024
                             £'000              £'000

 The Holding Company  7.a    847,470            922,680
 The Partnership      7.b    297,490            319,018
 Total                       1,144,960          1,241,698

 

7.A THE NET ASSETS OF THE HOLDING COMPANY

 

                                                                                Unaudited          Audited

                                                                                30 September       31 March

                                                                                2024               2024
                                                                                £'000              £'000

 Cost of the Holding Company's investment at the start of the period/year       494,810            494,810
 Purchases during the period/year                                               -                  -
 Cost of the Holding Company's investments at the end of the period/year        494,810            494,810
 Net unrealised gains on investments at the end of the period/year              357,417            432,577
 Fair value of the Holding Company's investments at the end of the period/year  852,227            927,387
 Other net current liabilities                                                  (4,757)            (4,707)
 Financial assets at fair value through profit or loss at the end of the        847,470            922,680
 period/year

 

7.B THE NET ASSETS OF THE PARTNERSHIP

 

                                                                            Unaudited          Audited

                                                                            30 September       31 March

                                                                            2024               2024
                                                                            £'000              £'000

 Cost of the Partnership's investments at the start of the period/year      378,647            597,753
 Purchases during the period/year                                           174,355            542,413
 Sales during the period/year                                               (229,942)          (755,229)
 Return of capital                                                          (8,530)            (6,290)
 Cost of the Partnership's investments at the end of the period/year        314,530            378,647
 Net unrealised gains on investments at the end of the period/year          24,792             39,072
 Fair value of the Partnership's investments at the end of the period/year  339,322            417,719
 Cash and cash equivalents                                                  45,134             89,576
 Other net current liabilities                                              (86,966)           (188,277)
 Financial assets at fair value through profit or loss at the end of the    297,490            319,018
 period/year

 

8. SHARE BASED PAYMENTS PROVISION

 

Share based payments are associated with awards of MES in the Holding Company,
relevant details of which are set out in note 2 of the Annual Report and
Accounts for the year ended 31 March 2024.

 

The total cost recognised within general expenses in the Condensed
Consolidated Statement of Comprehensive Income is shown below:

 

                                                                               Unaudited           Unaudited

                                                                               six months to       six months to

                                                                               30 September        30 September

                                                                               2024                2023
                                                                               £'000               £'000

 Charge related to revaluation of the liability for cash settled share awards  395                 1,766
 Total                                                                         395                 1,766

 

Amounts recognised in the Condensed Consolidated Statement of Financial
Position, representing the carrying amount of liabilities arising from share
based payments transactions are shown below:

 

                                               Unaudited          Audited

                                               30 September       31 March

                                               2024               2024
                                               £'000              £'000

 Share based payments provision - current      769                1,760
 Share based payments provision - non-current  3,328              2,861
 Total                                         4,097              4,621

 

When a participant elects to realise vested MES by sale of the MES to the
Company, half of the proceeds (net of anticipated taxes) will be settled in
shares of the Company, with the balance settled in cash.

 

The fair value of MES has been established using an externally developed
model, which is consistent with that used as at 31 March 2024. Key inputs
described in note 2 of the Annual Report and Accounts have been determined
based on internally generated data as at 30 September 2024. Vesting is
subject only to the condition that employees must remain in employment at the
vesting date. Each MES is entitled to share equally in value attributable to
the Holding Company above the applicable base line value at the date of award
provided that the applicable hurdle value of 15% or 30% growth in the value of
the Holding Company above the base line value at the date of award has been
achieved.

 

The fair value of awards made in the period ended 30 September 2024 was
£1,277,401 (30 September 2023: £743,384). An award was made on 14 July 2024
at 21p per MES.

 

The number of MES outstanding are shown below:

 

                                                                        Unaudited          Audited

                                                                        30 September       31 March

                                                                        2024               2024

 Outstanding at the start of the period/year                            40,194,059         43,871,228
 Issued                                                                 6,082,864          6,859,411
 Realised                                                               (1,316,074)        (6,700,688)
 Lapsed                                                                 (1,247,877)        (3,835,892)
 Outstanding at the end of the period/year                              43,712,972         40,194,059
 Weighted average remaining contractual life of outstanding MES, years  1.25               1.15
 Vested MES at the end of the period/year                               30,067,069         30,085,530
 Realisable MES at the end of the period/year                           8,321,794          8,997,656

 

As at 30 September 2024, if all MES were realised, the number of shares issued
in the Company as a result would increase by 540,605 (31 March 2024:
1,035,451). The undiluted per share value of net assets attributable to
holders of Ordinary Shares would change from £1.79 to £1.79 if these shares
were issued (31 March 2024: £1.89 to £1.89).

 

9. SHARE CAPITAL

 

9.A AUTHORISED SHARE CAPITAL

The Company is authorised to issue an unlimited number of shares, which may or
may not have a par value. The Company is a closed-ended investment company
with an unlimited life.

 

As the Company's shares have no par value, the share price consists solely of
share premium and the amounts received for issued shares are recorded in the
share capital in accordance with The Companies (Guernsey) Law, 2008.

 

                                     Unaudited          Unaudited

                                     30 September       30 September

                                     2024               2023
                                     £'000              £'000
 Authorised Share Capital
 Balance at the start of the period  767,999            767,999
 Balance at the end of the period    767,999            767,999

 

                                                      Unaudited          Unaudited

                                                      30 September       30 September

                                                      2024               2023
                                                      Shares             Shares
 Outstanding Ordinary Share Capital
 Balance at the start of the period                   655,335,586        669,329,324
 Share based payment shares issued during the period  407,966            2,477,342
 Treasury shares purchased by the Company             (16,677,558)       -
 Balance at the end of the period                     639,065,994        671,806,666

 

No cash consideration is paid in relation to the issue of share based payment
shares.

 

During the period, 16,677,558 shares (30 September 2023: Nil) were purchased
by the company for total consideration of £19,462,921 (30 September 2023:
£Nil).

 

At 31 March 2024 a total of 16,471,080 Ordinary shares has been entered into
treasury resulting in the total Ordinary Shares available for trade on an open
market at 31 March 2024 being 655,335,586.

 

The Company has issued one Deferred Share to The Syncona Foundation for £1.

 

9.B CAPITAL RESERVES

Gains and losses recorded on the realisation of investments, realised exchange
differences, unrealised gains and losses recorded on the revaluation of
investments held at the period end and unrealised exchange differences of a
capital nature are transferred to capital reserves.

 

9.C LOSS PER SHARE

The calculations for the loss per share attributable to the Ordinary Shares of
the Company are based on the following data:

 

                                            Unaudited           Unaudited

                                            six months to       six months to

                                            30 September        30 September

                                            2024                2023

 Loss for the purposes of loss per share    £(75,049,000)       £(53,713,000)

 Basic weighted average number of shares    646,607,190         670,303,415
 Basic revenue earnings per share           3.45p               0.48p
 Basic capital loss per share               (15.06)p            (8.49)p
 Basic loss per share                       (11.61)p            (8.01)p

 Diluted weighted average number of shares  647,147,795         671,293,729
 Diluted revenue earnings per shares        3.45p               0.48p
 Diluted capital loss per share             (15.06)p            (8.49)p
 Diluted loss per share                     (11.61)p            (8.01)p

 

9.D NAV PER SHARE

 

                                               Unaudited            Audited

                                               30 September         31 March

                                               2024                 2024

 Net assets for the purposes of NAV per share  £1,144,562,239       £1,238,878,132
 Ordinary Shares available to trade            639,065,994          655,335,586
 NAV per share                                 179.10p              189.04p
 Diluted number of shares                      639,606,599          656,371,037
 Diluted NAV per share                         178.95p              188.75p

 

10. DISTRIBUTION TO SHAREHOLDERS

 

The Company may pay a dividend at the discretion of the Board.

 

During the period ended 30 September 2024, the Company did not declare or pay
a dividend (30 September 2023: £nil).

 

11. RELATED PARTY TRANSACTIONS

 

The Group has various related parties: life science investments held by the
Holding Company, the Investment Manager, the Company's Directors and The
Syncona Foundation.

 

LIFE SCIENCE INVESTMENTS

The Group makes equity investments in some life science investments where it
retains control. The Group has taken advantage of the investment entity
exception as permitted by IFRS 10 and has not consolidated these investments,
but does consider them to be related parties. The total amounts included for
investments where the Group has control are set out below:

 

During the period, the total amount invested in life science investments which
the Group controls was £75,932,267 (30 September 2023: £58,446,921).

 

The Group makes other equity investments where it does not have control but
may have significant influence through its ability to participate in the
financial and operating policies of these companies, therefore the Group
considers them to be related parties. These amounts are unsecured, interest
free and repayable on demand.

 

During the period, the total amount invested in life science investments in
which the Group has significant influence was £14,000,000 (30 September 2023:
£nil).

 

Commitments of milestone payments to the life science investments are
disclosed in note 13.

 

During the period, SIML charged the life science investments a total of
£86,322 (30 September 2023: £139,630) in relation to Directors' fees.

 

INVESTMENT MANAGER

SIML, an indirectly held subsidiary of the Company, is the Investment Manager
of the Group.

 

For the period ended 30 September 2024, SIML was entitled to receive
reimbursement of reasonably incurred expenses as it relates to its investment
management activities.

 

                       Unaudited             Unaudited

                        six months to         six months to

                       30 September          30 September

                       2024                  2023
                       £'000                 £'000

 Amounts paid to SIML  7,528                 8,648

 

Amounts owed to SIML in respect of management fees totalled £1,254,233
(31 March 2024: £2,222,128).

 

During the period, SIML received fees from the Group portfolio companies of
£654,646 (30 September 2023: £660,757).

 

COMPANY DIRECTORS

At the period end, the Company had seven Directors, all of whom served in a
non-executive capacity. Rob Hutchinson served as a Director of the General
Partner until his resignation on 7 October 2024. On 1 October 2024 John Roche
was appointed as a Director of the General Partner.

 

Directors' remuneration for the periods and year ended, excluding expenses
incurred, and outstanding Directors' remuneration as at the end of the period
and year, are set out below.

 

                                              Unaudited           Unaudited           Audited

                                              six months to       six months to       year to

                                              30 September        30 September        31 March

                                              2024                2023                2024
                                              £'000               £'000               £'000

 Directors' remuneration for the period/year  255                 253                 506
 Payable at end of the period/year            -                   -                   -

 

THE SYNCONA FOUNDATION

Charitable donations are made by the Company to The Syncona Foundation. The
Syncona Foundation was incorporated in England and Wales on 17 May 2012 as a
private company limited by guarantee, with exclusively charitable purposes and
holds the Deferred Share in the Company. The donation accrued to The Syncona
Foundation during the period ended 30 September 2024 was £2,034,904 (30
September 2023: £2,206,217).

 

12. FAIR VALUE MEASUREMENT

 

IFRS 13 "Fair Value Measurement" requires the Group to establish a fair value
hierarchy that prioritises the inputs to valuation techniques used to measure
fair value. The hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy under IFRS 13 are
set as follows:

 

·      Level 1 Quoted prices (unadjusted) in active markets for
identical assets or liabilities;

·      Level 2 Inputs other than quoted prices included within Level 1
that are observable for the asset or liability either directly (that is, as
prices) or indirectly (that is, derived from prices) or other market
corroborated inputs; and

·      Level 3 Inputs for the asset or liability that are not based on
observable market data (that is, unobservable inputs).

 

The level in the fair value hierarchy within which the fair value measurement
is categorised in its entirety is determined on the basis of the lowest level
input that is significant to the fair value measurement. For this purpose, the
significance of an input is assessed against the fair value measurement in its
entirety. If a fair value measurement uses observable inputs that require
significant adjustment based on unobservable inputs, that measurement is a
Level 3 measurement. Assessing the significance of a particular input to the
fair value measurement requires judgement, considering factors specific to the
asset or liability.

 

The determination of what constitutes "observable" requires significant
judgement by the Group. The Group considers observable data to be market data
that is readily available, regularly distributed or updated, reliable and
verifiable, and provided by independent sources that are actively involved in
the relevant market.

 

The following table presents the Group's financial assets and liabilities by
level within the valuation hierarchy as at 30 September 2024 and 31 March
2024:

 

 30 September 2024                                                     Level 1                            Level 2                            Level 3                                Total
 Assets (unaudited)                                                       £'000                              £'000                              £'000                              £'000

 Financial assets at fair value through profit or loss:
 The Holding Company                                          -                                  -                                  847,470                            847,470
 The Partnership                                              -                                  -                                  297,490                            297,490
 Total financial assets at fair value through profit or loss  -                                  -                                  1,144,960                          1,144,960

 

 31 March 2024                                                         Level 1                            Level 2                            Level 3                                Total
 Assets (audited)                                                         £'000                              £'000                              £'000                              £'000

 Financial assets at fair value through profit or loss:
 The Holding Company                                          -                                  -                                  922,680                            922,680
 The Partnership                                              -                                  -                                  319,018                            319,018
 Total financial assets at fair value through profit or loss  -                                  -                                  1,241,698                          1,241,698

 

The investments in the Holding Company and the Partnership are classified as
Level 3 investments due to the use of the unadjusted NAV of the subsidiaries
as a proxy for fair value. The subsidiaries hold some investments valued using
techniques with significant unobservable inputs as outlined in the sections
that follow. There were no transfers between fair value levels during the
period (31 March 2024: Nil).

 

The underlying assets and liabilities of the Holding Company and Partnership
are shown below.

 

The following table presents the Holding Company's financial assets and
liabilities by level within the valuation hierarchy as at 30 September 2024
and 31 March 2024:

 

 Asset type                                                                  Level  30 September 2024  31       Valuation technique                                                            Significant unobservable inputs                                                  Impact on

                                                                                    £'000              March                                                                                                                                                                    Valuation

                                                                                                       2024                                                                                                                                                                     £'000

                                                                                                       £'000
 Listed investment                                                           1      93,421             180,448  Publicly available share bid price as at statement of financial position date  n/a                                                                              n/a
 SIML                                                                        3      5,762              5,831    Net assets of SIML                                                             Carrying value of assets and liabilities determined in accordance with           +/- £288
                                                                                                                                                                                               generally accepted accounting principles, without adjustment.

A sensitivity of 5% (31 March 2024: 5%) of the NAV of SIML is applied.
 Milestone payments                                                          3      4,854              2,248    Discounted cash flow                                                           The main unobservable inputs consist of the assigned probability of milestone    PoS:
                                                                                                                                                                                               success and the discount rate used.

                                                                                                                                                                                                                                                                                +/- £233

                                                                                                                                                                                                                                                                                Discount

                                                                                                                                                                                                                                                                                rate: £93
 Deferred consideration                                                      3      14,343             14,362   Discounted cash flow                                                           The main unobservable inputs consist of the assigned probability of milestone    PoS:
                                                                                                                                                                                               success and the discount rate used.

                                                                                                                                                                                                                                                                                +/- £898 Discount

                                                                                                                                                                                                                                                                                rate: £3,668
 Calibrated price of recent investment ("PRI") ((1))                         3      646,234            555,174  Calibrated PRI                                                                 The main unobservable input is the quantification of the progress investments    +/- £64,623
                                                                                                                                                                                               make against internal financing and/or corporate milestones where appropriate.

A reasonable shift in the fair value of the investment would be

 +/- 10% (31 March 2024: +/-12%).
 Cash ((2))                                                                  n/a    57                 80       Amortised cost ((4))                                                           n/a                                                                              n/a
 Other net assets ((3))                                                      n/a    82,799             164,537  Amortised cost ((4))                                                           n/a                                                                              n/a
 Total net financial assets held at fair value through profit or loss ((5))         847,470            922,680

 

((1))  Valuation made by reference to price of recent funding round
unadjusted following adequate consideration of current facts and
circumstances.

((2))  Cash and other net assets held within the Holding Company are
primarily measured at amortised cost which is equivalent to their fair value.

((3))  Other net assets primarily consists of a receivable due from the
Partnership totalling £85,406,000. (31 March 2024: £170,700,000)

((4)  ) Amortised Cost is considered equivalent to fair value.

((5))  Cash and other net assets within the prior year comparatives have been
represented in order to ensure consistency with current period presentation.
This presentation has no impact on the net asset value of the Holding Company,
or the Group, nor on the loss for the period in either of the current period
or prior year/period.

 

The following table presents the movements in Level 3 investments of the
Holding Company for the period ended 30 September 2024:

 

                                                                          Life science      Milestone           SIML        Unaudited           Unaudited

                                                                          investments       payments                        six months to       six months to

                                                                                            and deferred                    30 September        30 September

                                                                                            consideration                   2024                2023
                                                                          £'000             £'000               £'000       £'000               £'000

 Opening balance                                                          555,174           16,610              5,831       577,615             504,058
 Purchases                                                                90,610            -                   -           90,610              58,409
 Sales                                                                    (9,408)           -                   -           (9,408)             -
 Gains/(losses) on financial assets at fair value through profit or loss  9,858             2,587               (69)        12,376              (50,812)
 Closing balance                                                          646,234           19,197              5,762       671,193             511,655

 

The net unrealised gain for the period included in the Condensed Consolidated
Statement of Comprehensive Income in respect of Level 3 investments of the
Holding Company held at the period end amounted to £12,376,000 (30 September
2023: £50,812,000 (unrealised loss)).

 

During the period, there were no transfers between levels (30 September 2023:
Nil).

 

The following table presents the Partnership's financial assets and
liabilities by level within the valuation hierarchy as at 30 September 2024
and 31 March 2024:

 

                                                                       Level  Unaudited      Audited    Valuation technique                                                             Significant unobservable inputs                                                  Impact on

                                                                              30 September   31                                                                                                                                                                          valuation

                                                                              2024           March                                                                                                                                                                       £'000

                                                                              £'000          2024

                                                                                             £'000
 UK and US treasury bills                                              1      129,700        163,373    Publicly available price as at statement of financial position date             n/a                                                                              n/a
 Capital pool investment fund-Credit funds                             2      75,951         112,015    Valuation produced by fund administrator. Inputs into fund components are from  n/a                                                                              n/a
                                                                                                        observable inputs
 Capital pool investment fund - Multi asset funds                      3      72,557         70,500     Valuation produced by fund administrator                                        The main unobservable input include the assessment of the performance of the     +/- 3,628
                                                                                                                                                                                        underlying assets by the fund administrator. A reasonable shift in the fair
                                                                                                                                                                                        value of the instruments would be +/-5%

                                                                                                                                                                                        (31 March 2024 +/-5%)
 Legacy funds -                                                        3      18,060         28,778     Valuation produced by fund administrator                                        The main unobservable input include the assessment of the performance of the     +/- 2,709

Long-term unlisted investments                                                                                                                                                        underlying fund by the fund administrator. A reasonable possible shift in the
                                                                                                                                                                                        fair value of the instruments would be +/-15% (31 March 2024 +/-10%)
 CRT Pioneer Fund                                                      3      33,065         33,874     Valuation produced by                                                           Unobservable inputs include the fund managers assessment of the performance of   +/- 10,581

fund administrator and                                                         the underlying investments and adjustments made to this assessment to generate

adjusted by Management                                                         the deemed fair value. A reasonable possible shift in the fair value of the
                                                                                                                                                                                        instruments would be +/-32%

(31 March 2024 +/-32%)
 Cash ((1))                                                            n/a    17,255         38,957     Amortised cost ((3))                                                            n/a                                                                              n/a
 Cash equivalents                                                      n/a    27,879         59,706     Amortised cost equivalent to publicly available price as at statement of        n/a                                                                              n/a

                                                                                                      financial position date
 - money market

 funds ((2))
 Other net liabilities ((2))                                           n/a    (76,977)       (188,185)  Amortised cost ((3))                                                            n/a                                                                              n/a
 Total net financial assets held at fair value through profit or loss         297,490        319,018

 

((1))  Cash and other net liabilities held within the Partnership are
primarily measured at amortised cost which is equivalent to their fair value.

((2))  Other net liabilities primarily consists of a payable due to Syncona
Portfolio Limited totalling £85,406,000. (31 March 2024: £170,700,000)

((3))  Amortised Cost is considered equivalent to fair value.

 

During the period ending 30 September 2024, there were no movements from Level
1 to Level 2 (30 September 2023: nil) or between other levels in the fair
value hierarchy.

 

Assets classified as Level 2 investments are underlying funds fair-valued
using the latest available NAV of each fund as reported by each fund's
administrator, which are redeemable by the Group subject to necessary notice
being given. Included within the Level 2 investments above are investments
where the redemption notice period is greater than 90 days. Such investments
have been classified as Level 2 because their value is based on observable
inputs.

 

Assets classified as Level 3 long-term unlisted investments are underlying
Limited Partnerships which are not traded or available for redemption. The
fair value of these assets is derived from quarterly statements provided by
each fund's administrator.

 

The following table presents the movements in Level 3 investments of the
Partnership for the six months to 30 September 2024 and the six months to 30
September 2023:

 

                                                              Investment in      Capital pool      Unaudited           Unaudited

                                                              Subsidiary         investment        six months to       six months to

                                                                                                   30 September        30 September

                                                                                                   2024                2023
                                                              £'000              £'000             £'000               £'000

 Opening balance                                              43,054             99,277            142,331             174,808
 Purchases during the period                                  -                  -                 -                   456
 Return of capital                                            -                  (8,530)           (8,530)             (1,057)
 Unrealised (losses)/gains on financial assets at fair value  -                  (130)             (130)               904
 Closing balance                                              43,054             90,617            133,671             175,111

 

The net unrealised loss for the period included in the Condensed Consolidated
Statement of Comprehensive Income in respect of Level 3 investments of the
Partnership held at the period end amounted to £130,000 (30 September 2023:
£904,000 (unrealised gain)).

 

13. COMMITMENTS AND CONTINGENCIES

 

The Group had the following commitments as at 30 September 2024 and 31 March
2024:

 

                                                     Unaudited          Audited

                                                     30 September       31 March

                                                     2024               2024
                                                     £'000              £'000
 Life science portfolio
 Milestone payments to life science companies ((1))  101,511            92,585
 CRT Pioneer Fund                                    1,505              1,561

 Capital pool investment                             1,005              1,018
 Total                                               104,021            95,164

 

((1))  Milestone payments to life science companies consist of financial
commitments undertaken before or at the reporting date, that are contingent
upon the achievement of the agreed investment milestones. When the agreed
investment milestones are not achieved, the decision to make partial or full
payments remains at the discretion of the Group.

 

There were no contingent liabilities as at 30 September 2024 (31 March 2024:
nil). The commitments are expected to fall due in the next 36 months.

 

14. SUBSEQUENT EVENTS

 

As of 30 September 2024, 200,000 shares were in the process of being purchased
by the Company and therefore not available for trade. These shares were
withdrawn and held as treasury shares by the close of 2 October 2024 once the
transactions settled.

 

As of 13 November 2024, a further 6,095,000 shares have been purchased through
the share buyback programme.

 

Post period end, a further £15.0 million has been allocated to the share
buyback programme.

 

These Condensed Consolidated Financial Statements were approved for issuance
by the Directors on 13 November 2024. Subsequent events have been evaluated
until 13 November 2024.

 

ALTERNATIVE PERFORMANCE MEASURES

The Board and the Investment Manager assess the Company's performance using a
variety of measures that are not defined under IFRS and are therefore classed
as Alternative Performance Measures ("APMs"). These include certain financial
and operational highlights and key financials. The definition of each of these
APMs is shown below.

 

These APMs are used to present a clearer picture of how the Company has
performed over the period and are all financial measures of historical
performance. APMs should be read in conjunction with the condensed
consolidated statement of comprehensive income, condensed consolidated
statement of financial position, condensed consolidated statement of changes
in net assets and condensed consolidated statement of cash flows, which are
presented in the condensed consolidated financial statements. The APMs that
the Company uses may not be directly comparable with those used by other
companies.

 

The annual ongoing charges ratio has not been disclosed due to the annual
nature of the metric.

 

CAPITAL DEPLOYED

Gross capital invested in life science companies in the period. With reference
to the life science portfolio valuation table this is calculated as follows:

 

                                            September  September

                                            2024       2023

 A Net investment in the period             £75.0m     £58.4m
 B Proceeds from sales                      £14.1m     -
 C Net distributions from CRT Pioneer Fund  £0.9m      £0.2m
 Total Capital deployed (A+B+C)             £90.0m     £58.6m

 

LIFE SCIENCE PORTFOLIO RETURN

Valuation movement of the life science portfolio expressed as a percentage of
opening portfolio value. Gross life science portfolio return for September
2024 (8.8) per cent; September 2023 (7.0) per cent. This is calculated as
follows:

 

                                      September  September

                                      2024       2023

 A Opening life science portfolio     £786.1m    £604.6m
 Net investment in the period         £75.0m     £58.4m
 B Valuation movement                 £(69.2)m   £(42.1)m
 Closing life science portfolio       £791.9m    £620.9m
 Life science portfolio return (B/A)  (8.8)%     (7.0)%

 

CAPITAL POOL RETURN

Valuation movement of the gross capital pool expressed as a percentage of
opening gross capital pool value. Gross Capital Pool return for September 2024
is 1.0 per cent; September 2023 1.3 per cent. This is calculated by dividing
the valuation movement of the gross capital pool investments (B) by the gross
capital pool at the beginning of the period (A). Any small differences in
calculation may be due to rounding of inputs. This is calculated as follows:

 

                                                              September   September

                                                              2024        2023

 Opening Capital Pool                                         £452.8m     £650.1m
 Add back net liabilities not included in Gross Capital Pool  £26.7m      £12.3m
 Less SIML cash                                               £(5.8)m     £(7.3)m
 A Opening Gross Capital Pool                                 £473.7m     £655.1m
 Life science net investments and ongoing costs               £(126.2)m   £(80.2)m
 B Valuation movement                                         £4.6m       £7.7m
 Closing Gross Capital Pool                                   £352.1m     £582.7m
 Capital pool return (B/A)                                    1.0%        1.2%

 

                                                          September  September

                                                          2024       2023

 Closing Gross Capital Pool                               £352.1m    £582.7m
 Add back SIML cash                                       £6.0m      £6.6m
 Less net liabilities not included in Gross Capital Pool  £(5.4)m    £(8.9)m
 Total Capital Pool                                       £352.7m    £580.4m

 

CAPITAL POOL

See Glossary for the definition.

 

                                        September  March

                                        2024       2024

 A Cash and cash equivalents            £61.9m     £104.8m
 B Other assets and liabilities         £(5.4)m    £(26.7)m
 C Net Cash and cash equivalents (A+B)  £56.5m     £78.1m
 D UK and US treasury bills             £129.7m    £163.4m
 E Credit investment funds              £75.9m     £112.0m
 F Multi-asset funds                    £72.6m     £70.5m
 G Legacy funds                         £18.0m     £28.8m
 Total Capital Pool (C+D+E+F+G)         £352.7m    £452.8m

 

NAV PER SHARE

NAV attributable to one ordinary share in issue on a fully diluted basis. NAV
per share is calculated by dividing net assets by the number of shares in
issue adjusted for dilution by the potential share based payment share issues.
NAV takes account of dividends payable on the ex-dividend date. This is
calculated as follows:

 

                                                September        March

                                                2024             2024

 A NAV for the purposes of NAV per share        £1,144,562,240   £1,238,878,132
 B Ordinary shares available to trade (note 9)  639,065,994      655,335,586
 C Dilutive shares                              540,605          1,035,451
 D Fully diluted number of shares (B+C)         639,606,599      656,371,037
 NAV per share (A/D)                            178.9p           188.7p

 

NAV PER SHARE RETURN

NAV per share return is a measure of how the NAV per share has performed over
a period, considering both capital returns and dividends paid to shareholders.
NAV per share return is calculated as the increase in NAV between the
beginning and end of the period, plus any dividends paid to shareholders in
the period/year. This is calculated as follows:

 

                                                  September  September

                                                  2024       2023

 A Opening NAV per fully diluted share (note 9):  188.74p    186.5p
 B Closing NAV per fully diluted share (note 9):  178.9p     178.6p
 C Movement (B-A)                                 (9.8)p     (7.9)p
 D Dividend paid in the period (note 10):         0.0p       0.0p
 E Total movement (B+C-A)                         (9.8)p     (7.9)p
 NAV per share return (E/A)                       (5.2)%     (4.2)%

 

 

GLOSSARY

 

 AAV                                   Adeno-associated virus - a non-enveloped virus that can be engineered to
                                       deliver DNA to target cells.

 ALL                                   Acute lymphoblastic leukaemia - a cancer of the bone marrow and blood in which
                                       the body makes abnormal white blood cells.

 AMN                                   Adrenomyeloneuropathy - a progressive and debilitating neurodegenerative
                                       disease caused by mutations in the ABCD1 gene that disrupt the function of
                                       spinal cord cells and other tissues

 BLA                                   Biologics License Application.

 Capital access milestone              Milestones which have the potential to enable capital access.

 CAR T-cell therapy                    Chimeric antigen receptor T-cell therapy - a type of immunotherapy which
                                       reprogrammes a patient's own immune cells to fight cancer.

 Capital deployed/deployment           Follow-on investment in our portfolio companies and investment in new
                                       companies during the year. "See Alternative Performance Measures"

 Capital pool                          Capital pool investments plus cash less other net liabilities.

 Capital pool investments              The underlying investments consist of cash and cash equivalents, including
                                       short-term (1, 3, and 6 month) UK and US treasury bills, and a number of
                                       credit, multi-asset and legacy fixed term funds.

 Capital pool investments return       "See Alternative Performance Measures"

 Cell therapy                          A therapy which introduces new, healthy cells into a patient's body, to
                                       replace those which are diseased or missing.

 Clinical stage                        Screened and enrolled first patient into a clinical trial.

 Company                               Syncona Limited.

 CRT Pioneer Fund                      The Cancer Research Technologies Pioneer Fund LP. The CRT Pioneer Fund is
                                       managed by Sixth Element Capital and invests in oncology focused assets.

 Definitive data                       A category within our NAV Growth Framework. Companies in this category have
                                       significant clinical data showing a path to marketed product or are moving to
                                       pivotal trial and building out commercial infrastructure.

 Emerging efficacy data                A category within our NAV Growth Framework. Companies in this category have a
                                       clinical strategy defined or have initial efficacy data from Phase I/II in
                                       patients.

 Gaucher disease                       A genetic disorder in which a fatty substance called glucosylceramide
                                       accumulates in macrophages in certain organs due to the lack of functional
                                       GCase enzyme.

 Gene therapy                          A therapy which seeks to modify or manipulate the expression of a gene in
                                       order to treat or cure disease.

 General Partner                       Syncona GP Limited

 Gross capital pool                    Capital pool investments plus cash held by the Group excluding cash held by
                                       the Investment Manager

 Group                                 Syncona Limited and Syncona GP Limited are collectively referred to as the
                                       "Group".

 Holding Company                       Syncona Holdings Limited.

 Investment Manager                    Syncona Investment Management Limited.

 IRR                                   Internal Rate of Return.

 Key value inflection point            Milestones which have the potential to deliver significant NAV growth.

 Late-stage/late-stage clinical        Has advanced past Phase II clinical trials.

 Leukaemia                             Broad term for cancers of the blood cells.

 Life science investments              Non-core assets which provide optionality to deliver returns for our
                                       shareholders.

 Life science portfolio                The underlying investments in this segment are those whose activities focus on
                                       actively developing products to deliver transformational treatments to
                                       patients.

 Life science portfolio return         "See Alternative Performance Measures"

 Macrophages                           A form of white blood cell and the principal phagocytic (cell engulfing)
                                       components of the immune system.

 Management                            The management team of Syncona Investment Management Limited.

 Melanoma                              A serious form of skin cancer that begins in cells known as melanocytes.

 Net asset value, net assets or NAV    Net asset value ("NAV") is a measure of the value of the Company, being its
                                       assets - principally investments made in other companies and cash and cash
                                       equivalents held - minus any liabilities.

 NAV per share                         "See Alternative Performance Measures"

 NAV total return                      "See Alternative Performance Measures"

 NSCLC                                 Non-small cell lung cancer - the most common form of lung cancer.

 On the market                         A category within our NAV Growth Framework. Companies in this category are
                                       commercialising products or have revenue streams.

 Operational build                     A category within our NAV Growth Framework. Companies in this category have a
                                       clearly defined strategy and business plan or a leading management team
                                       established

 Ordinary Shares available to trade    Ordinary Shares, with voting rights attached, that are freely tradable on the
                                       open market.

 Partnership                           Syncona Investments LP Incorporated.

 Pre-clinical                          Not yet entered clinical trials.

 Return                                A Simple Rate of Return is the method used for return calculations.

 SIML                                  Syncona Investment Management Limited.

 SLE                                   Systemic lupus erythematosus - a long-term autoimmune condition that causes
                                       joint pain, skin rashes and tiredness.

 Strategic portfolio                   Portfolio of core life science companies where Syncona has significant
                                       shareholdings.

 Syncona Group Companies               The Company and its subsidiaries other than those companies within the life
                                       science portfolio.

 Syncona Holdings Limited              Holding Company

 Syncona team                          The team of SIML, the Company's Investment Manager.

 T-cell                                A type of lymphocyte white blood cell, which forms part of the immune system
                                       and develops from stem cells in the bone marrow.

 TCR                                   T-cell receptor

 The Syncona Foundation                The Foundation distributes funds to a range of charities, principally those
                                       involved in the areas of life science and healthcare.

 Valuation Policy                      The Group's investments in life science companies are, in the case of quoted
                                       companies, valued based on bid prices in an active market as at the reporting
                                       date. In the case of the Group's investments in unlisted companies, the fair
                                       value is determined in accordance with the International Private Equity and
                                       Venture Capital (IPEV) Valuation Guidelines. These may include the use of
                                       recent arm's length transactions (Cost or Price of Recent Investment (PRI)),
                                       Discounted Cash Flow (DCF) analysis and earnings multiples as valuation
                                       techniques. Wherever possible, the Group uses valuation techniques which make
                                       maximum use of market-based inputs.

 XLRP                                  X-linked retinitis pigmentosa - a severe, aggressive, inherited retinal
                                       disease.

 

 1  (#_ftnref1) Fully diluted, please refer to note 9 in the financial
statements. Alternative performance measure, please refer to glossary

 2  (#_ftnref2) Alternative performance measure, please refer to glossary

 3  (#_ftnref3) See footnote 2

 4  (#_ftnref4) See footnote 2

 5  (#_ftnref5) Life science portfolio return is reported net of capital
invested

 6  (#_ftnref6) See footnote
2

 7  (#_ftnref7) Since the period end, as of 13 November 2024 a further
£6.7 million of shares have been bought back at an average discount of 39.3%

 8  (#_ftnref8) See footnote 2

 9  (#_ftnref9) Portfolio of core life science companies where Syncona has
significant shareholdings. Please refer to glossary

 10  (#_ftnref10) This includes Autolus, which was a late-stage clinical
company at 30 September 2024

 11  (#_ftnref11) Use of "Syncona team" refers to the Syncona Investment
Management Limited (SIML) team

 12  (#_ftnref12) As at 12 November 2024

 13  (#_ftnref13) The further £15.0 million allocated to the share buyback
programme (the "Additional Buyback") is expected to be on the same terms as
announced on 29 September 2023

 14  (#_ftnref14) As at 13 November 2024

 15  (#_ftnref15) Kenneth Galbraith's appointment as Chair of SIML will take
effect following regulatory approval

 16  (#_ftnref16) Portfolio valuations reflect Syncona's total interest in a
company or investment

 17  (#_ftnref17) Primary input to fair value of equity holding

 18  (#_ftnref18) The basis of valuation is stated to be "Cost", this means
the primary input to fair value is capital invested (cost) which is then
calibrated in accordance with our Valuation Policy

 19  (#_ftnref19) The basis of valuation is stated to be "PRI", this means the
primary input to fair value is price of recent investment which is then
calibrated in accordance with our Valuation Policy

 20  (#_ftnref20) Percentage holding reflects Syncona's ownership stake at the
point full current commitments are invested

 21  (#_ftnref21) Total investment interest related to Beacon at 31 March 2024
includes the value of equity held in the company and deferred consideration

 22  (#_ftnref22) Syncona received shares in Century as part of the agreement
to acquire Clade

 23  (#_ftnref23) As at 12 November 2024

 24  (#_ftnref24) Refer to glossary for definitions of capital access
milestones and key value inflection points

 25  (#_ftnref25) At 30 September 2024 Autolus was classified as a company
moving towards being on the market

 

 26  (#_ftnref26) As at 12 November 2024

 27  (#_ftnref27) Established biomarker of response in Gaucher disease
patients

 28  (#_ftnref28) Total additional commitment from Syncona of £9.0 million;
£5.7 million net of reduction in commitments from another syndicate member

 

 29  (#_ftnref29) This includes an additional £0.8 million committed to Spur
during the period

 30  (#_ftnref30) Refer to footnote 28

 31  (#_ftnref31) Gross capital excludes other assets/liabilities and cash
held within the Investment Manager, SIML

 32  (#_ftnref32) Additional 4.2% of value within the life science portfolio
is from the CRT Pioneer Fund, which is valued based on an adjusted third-party
valuation

 33  (#_ftnref33) Syncona has moved Achilles from the strategic portfolio to
being classified as a Syncona investment, further information can be found in
the life science portfolio review

 34  (#_ftnref34) In the Q3 Update in February 2024, Syncona updated its
guidance for the SBT101 programme to report that it expected its safety
read-out to be published in H2 CY2024

 35  (#_ftnref35) Includes sales of Blue Earth, Nightstar, Gyroscope, and
Neogene, upfront consideration of Clade and closures of 14MG and Azeria. All
IRR and multiple on cost figures are calculated on a gross basis, reflects
original Syncona Partners capital invested where applicable

 36  (#_ftnref36) Syncona has moved Achilles from the strategic portfolio to
being classified as a Syncona investment, further information can be found in
the life science portfolio review

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