REG-Syncona Limited: Interim Results <Origin Href="QuoteRef">SYNCS.L</Origin> - Part 2
22/11/2017 07:18
- Part 2: For the preceding part double click ID:nPRrM58D0a
Investment in Subsidiaries ((1)) 403 -
Total Investment in Subsidiaries 403 -
Other Net Assets
Cash and cash equivalents ((4)) 36,119 3.5
Charitable donations (2,376) (0.2)
Other assets and liabilities (9,157) (0.9)
Total Other Net Assets 24,586 2.4
Total Net Asset Value 1,032,173 100.0
of the Group
((1)) The fair value of Syncona Holdings Limited amounting to £433,463,002 is
comprised of investments in life science companies of £431,124,622 and
investment in SIML of £402,849, other net assets of £1,239,032 in Syncona
Portfolio Limited and other net assets of £696,499 in Syncona Holdings
Limited.
((2)) The fair value of the investment in Syncona Investments LP Incorporated
amounting to £600,460,237 is comprised of the investment in the funds
portfolio of £552,006,502 (including the open forward currency contracts of
£3,979,499), the investment in the CRT Pioneer Fund of £24,052,234, cash of
£24,470,000 and other net liabilities of £68,499. The CRT Pioneer Fund is
64.1 per cent owned by the Group; however the Group has no control over the
fund.
((3)) The life science portfolio of £455,176,856 consists of life science
investments totalling £431,124,622 held by Syncona Holdings Limited and the
CRT Pioneer Fund of £24,052,234 held by Syncona Investments LP Incorporated.
((4)) Total cash held by the Group is £36,119,379. Of this amount £315,852
is held by Syncona Limited, and £24,470,000 and £11,333,527 is held by
Syncona Investments LP Incorporated and Syncona Portfolio Limited
respectively. Cash held by Syncona Investments LP Incorporated and Syncona
Portfolio Limited is not shown in Syncona Limited’s Consolidated Statement
of Financial Position.
See note 5 for a description of Syncona Holdings Limited and Syncona
Investments LP.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the period ended 30 September 2017
Unaudited six Unaudited six Audited
months to 30 months to 30 year to 31
September 2017 September 2016 March 2017
Notes Revenue Capital Total Total Total
£'000 £'000 £'000 £'000 £'000
Investment income
Other income 21,118 - 21,118 10,183 14,561
Total investment income 21,118 - 21,118 10,183 14,561
Net gains on financial assets at fair value through profit or loss 6 - 137,281 137,281 13,571 71,375
Total gains - 137,281 137,281 13,571 71,375
Expenses
Charitable donation 7 2,376 - 2,376 2,381 4,752
Management fees 5,438 - 5,438 449 2,774
General expenses 1,269 - 1,269 424 1,119
Total expenses 9,083 - 9,083 3,254 8,645
Profit for the period/year 12,035 137,281 149,316 20,500 77,291
Earnings per Ordinary Share 10 1.83p 20.84p 22.67p 5.32p 16.72p
Diluted earnings per Ordinary Share 10 1.81p 20.66p 22.47p 5.32p 16.72p
The total columns of this statement represent the Group’s Consolidated
Statement of Comprehensive Income, prepared in accordance with International
Financial Reporting Standards as adopted by the European Union and
interpretations adopted by the International Accounting Standards Board.
Whilst the Company is not a member of the Association of Investment Companies
(the “AIC”), the supplementary revenue and capital columns are both
prepared under guidance published by the AIC.
The profit for the period is equivalent to the “total comprehensive
income” as defined by IAS 1 Presentation of Financial Statements (‘IAS
1’). There is no other comprehensive income as defined by IFRS.
All the items in the above statement derive from continuing operations.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 September 2017
Unaudited Unaudited Audited
30 September 30 September 31 March
2017 2016 2017
Notes £'000 £'000 £'000
ASSETS
Non-current assets
Financial assets at fair value through profit or loss 8 1,033,923 485,865 896,469
Current assets
Bank and cash deposits 316 320 105
Trade and other receivables 3,025 2,485 4,772
Total assets 1,037,264 488,670 901,346
LIABILITIES AND EQUITY
Non-current liabilities
Share based payment 9 1,083 - 46
Current liabilities
Share based payment 9 710 - -
Payables 3,298 2,587 6,062
Total liabilities 5,091 2,587 6,108
EQUITY
Share capital account 10 763,016 408,009 760,327
Distributable capital reserves 269,157 78,074 134,911
Total equity 1,032,173 486,083 895,238
Total liabilities and equity 1,037,264 488,670 901,346
Total net assets attributable to holders of Ordinary Shares
1,032,173 486,083 895,238
Number of Ordinary Shares in Issue 10 659,952,090 386,138,785 658,387,407
Net assets attributable to holders ofOrdinary Shares (per share) 10 £1.56 £1.26 £1.36
The unaudited Consolidated Financial Statements were approved on 22
November 2017.
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO HOLDERS OF
ORDINARY SHARES
Share
capital Capital Revenue
account reserves reserves Total
Notes £'000 £'000 £'000 £'000
As at 31 March 2016 (audited) 406,208 66,037 - 472,245
Total comprehensive income
for the period - 13,571 6,929 20,500
Transactions with shareholders:
Distributions - (1,534) (6,929) (8,463)
Scrip dividend shares issued during the period 1,801 - - 1,801
As at 30 September 2016 (unaudited) 408,009 78,074 - 486,083
Total comprehensive income
for the period - 57,804 (1,013) 56,791
Transactions with shareholders:
Distributions - (967) 967 -
Issuance of shares 357,054 - - 357,054
Share issue costs (4,736) - - (4,736)
Share based payment 9 - - 46 46
As at 31 March 2017 (audited) 760,327 134,911 - 895,238
Total comprehensive income
for the period - 137,281 12,035 149,316
Transactions with shareholders:
Distributions 11 - (3,035) (12,108) (15,143)
Scrip dividend shares issued during the period 10 2,689 - - 2,689
Share based payment 9 - - 73 73
As at 30 September 2017 (unaudited) 763,016 269,157 - 1,032,173
CONSOLIDATED STATEMENT OF CASH FLOWS
For the period ended 30 September 2017
Unaudited six Unaudited six Audited
months to 30 months to 30 year to 31
September September March
2017 2016 2017
Notes £'000 £'000 £'000
Cash flows from operating activities
Profit for the period/year 149,316 20,500 77,291
Adjusted for:
Gains on financial assets at fair value through profit or loss 6 (137,281) (13,571) (71,375)
Operating cash flows before movements in working capital 12,035 6,929 5,916
Decrease in other receivables 1,747 2,310 23
(Decrease)/increase in other payables (1,017) (2,298) 1,177
Net cash generated from operating activities 12,765 6,941 7,116
Cash flows from investing activities
Purchase of financial assets at fair value through profit or loss (90,385) - (169,235)
Return of capital contribution 90,285 - 4,000
Net cash used in investing activities (100) - (165,235)
Cash flows from financing activities
Issuance of shares - - 169,581
Share issue costs - - (4,736)
Distributions 11 (12,454) (6,662) (6,662)
Net cash (used in)/generated from financing activities (12,454) (6,662) 158,183
Net increase in cash and cash equivalents 211 279 64
Cash and cash equivalents at beginning of period/year 105 41 41
Cash and cash equivalents at end of period/year 316 320 105
Supplemental disclosure of non-cash investing and financing activities:
Investments purchased by issue of shares 8 - - (187,473)
Issue of shares 10 2,689 1,801 189,274
Scrip dividend shares issued during the period/year 10 (2,689) (1,801) (1,801)
Net non-cash investing and financing activities - - -
Cash held by the Company and its wholly owned subsidiaries (“Syncona Group
Companies”) is disclosed in the portfolio statement.
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the period ended 30 September 2017
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.
In December 2016, shareholders approved the expansion of the Company’s
investment policy and the acquisition from the Wellcome Trust of Syncona
Partners LLP, a portfolio of life science investments, together with its
investment management team (“the December 2016 transaction”). As part of
the transaction, the Company also acquired Cancer Research UK’s partnership
interest in the Cancer Research Technologies Pioneer Fund LP (“CRT Pioneer
Fund”).
2. ACCOUNTING POLICIES
The accounting policies applied in these interim results are the same as those
applied by the Group in its Annual Report and Accounts for the year ended
March 2017 and shall form the basis of the 2018 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.
Basis of preparation
The condensed consolidated financial statements have been prepared in
accordance with IAS 34 ‘Interim Financial Reporting’ and should be read in
conjunction with the Annual Report and Accounts for the year ended March 2017,
which have been prepared in accordance with International Financial Reporting
Standards (“IFRS”) as adopted by the European Union. The financial
information in these interim accounts was approved by the Board and authorised
for issue on 22 November 2017. The financial information is unaudited but has
been subject to a review by the Group’s independent auditor.
The condensed consolidated financial statements have been prepared under the
historical cost basis, except for investments and derivatives held at fair
value through profit or loss, which have been measured at fair value.
Going concern
The financial statements are prepared on a going concern basis. The Group’s
assets predominantly consist of securities and cash, amounting to £1,037.3
million (September 2016: £488.7 million; March 2017: £901.3 million) of
which 33.0 per cent (September 2016: 53.8 per cent; March 2017: 43.1 per cent)
are readily realisable within three months in normal market conditions. The
Group has liabilities including uncalled commitments to underlying investments
and funds amounting to £91.3 million (September 2016: £47.3 million; March
2017: £114.1 million). Accordingly, the Group has adequate financial
resources to continue in operational existence for 12 months following the
approval of the financial statements.
Basis of consolidation
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 IAS 39 ‘Financial Instruments: Recognition
and Measurement’. Syncona Investments LP Incorporated (the
“Partnership”) and Syncona Holdings Limited (the “Holding Company”)
both meet the definition of Investment Entities. Syncona GP Limited (the
“General Partner”) is consolidated in full.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the interim results requires management to make judgements,
estimates and assumptions that affect the application of accounting policies
and the reported amounts of assets, liabilities, income and expenses.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, such as expectations of future events, and are
believed to be reasonable under the circumstances. Actual results may differ
from these estimates.
In preparing these interim results, the significant judgements made by
management in applying the Group’s accounting policies and the key sources
of estimation uncertainty were the same as those applied to the Annual Report
and Accounts for the year ended March 2017.
4. OPERATING SEGMENTS
The Group is made up of two main components, the ‘life science portfolio’
and the ‘funds portfolio’. The Board has considered the requirements of
IFRS 8 ‘Operating Segments’, and is of the view that the Group’s
activities form two segments under the standard, the ‘life science
portfolio’ and the ‘funds portfolio’. The life science portfolio and the
funds portfolio are managed on a global basis and, accordingly, no
geographical disclosures are provided.
The Board, as a whole, has been determined as constituting the chief decision
maker of the Group. The key measure of performance used by the Board to assess
the Group’s performance and to allocate resources is the total return based
on the Net Asset Value (“NAV”) per share, as calculated under IFRS.
Life science portfolio
The underlying investments in this segment are those whose activities focus on
developing products to deliver transformational treatments to patients.
Details of the underlying assets are shown in the Portfolio Statement.
Funds portfolio
The underlying assets in this segment are investments in a diversified
portfolio of hedge, equity and long-term alternative investment funds across
multiple asset classes.
Details of the underlying assets are shown in the Portfolio Statement.
Information about Reporting Segments
The following provides detailed information for the Group’s two reportable
segments for the six months to 30 September 2017, the six months to 30
September 2016 and the year to 31 March 2017:
As at 30 September Life Science Portfolio Funds Portfolio Unallocated (1) Total
2017 (unaudited) £'000 £'000 £'000 £'000
Revenue - - 21,118 21,118
Capital growth 137,220 61 - 137,281
Expenses - - (9,083) (9,083)
Net Assets 455,177 552,007 24,989 1,032,173
As at 30 September Life Science Portfolio Funds Portfolio Unallocated (1) Total
2016 (unaudited) £'000 £'000 £'000 £'000
Revenue - - 10,183 10,183
Capital growth - 13,571 - 13,571
Expenses - - (3,254) (3,254)
Net Assets 10,631 460,800 14,652 486,083
As at 31 March 2017 Life Science Portfolio Funds Portfolio Unallocated (1) Total
(audited) £'000 £'000 £'000 £'000
Revenue - - 14,561 14,561
Capital growth 24,801 46,574 - 71,375
Expenses - - (8,645) (8,645)
Net Assets 226,554 582,808 85,876 895,238
(1) Unallocated’ includes the dividends, donations and expenses for the
period, which are not relevant to allocate by segment. The revenue is
unrelated to either segment’s performance.
The net assets of each segment can be agreed to the Portfolio Statement. The
capital growth can be agreed to the Statement of Comprehensive Income.
Prior to the December 2016 transaction, the Group’s activities formed a
single segment, namely the funds portfolio. Following the December 2016
transaction, the reporting segments have changed so the 2016 segments have
been restated. The restatement relates to the CRT Pioneer Fund which was
previously treated as a Fund Investment and deemed immaterial for disclosure.
The CRT Pioneer Fund is included in the life science portfolio as the
underlying assets of this fund are also developing products to deliver
transformational treatments to patients.
5. INVESTMENT IN SUBSIDIARIES AND ASSOCIATES
The Company meets the definition of an Investment Entity in accordance with
IFRS10. 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.
Directly owned subsidiaries
Subsidiary Country of incorporation Principal activity % interest
Syncona GP Limited Guernsey General Partner 100%
Syncona Investments LP Incorporated Guernsey Portfolio management 100%
Syncona Holdings Limited Guernsey Portfolio management 100%
There are no significant restrictions on the ability of subsidiaries to
transfer funds to the Company.
Indirect interests in subsidiaries
Indirect subsidiaries Country of incorporation Immediate parent Principal activity % interest (1)
Syncona Discovery Limited UK Syncona Investments LP Inc Portfolio management 100%
Syncona Portfolio Limited Guernsey Syncona Holdings Limited Portfolio management 100%
Syncona IP Holdco Limited UK Syncona Portfolio Limited Portfolio management 100%
Syncona Investment Management Limited UK Syncona Holdings Limited Portfolio management 100%
Syncona Partners LLP ² UK Syncona Holdings Limited Portfolio management 100%
Syncona Management LLP² UK Syncona Holdings Limited Portfolio management 100%
Syncona LLP² UK Syncona Holdings Limited Portfolio management 100%
Syncona Management Services Limited² UK Syncona Management LLP Portfolio management 100%
Blue Earth Diagnostics Limited UK Syncona Portfolio Limited Medical imaging 90%
Freeline Therapeutics Limited UK Syncona Portfolio Limited Gene therapy 83%
Gyroscope Therapeutics Limited UK Syncona Portfolio Limited Gene therapy 74%
Achilles Therapeutics Limited UK Syncona Portfolio Limited Immunotherapy 65%
Indirect associates Country of incorporation Immediate parent Principal activity % interest (1)
Nightstar Therapeutics plc UK Syncona Portfolio Limited Gene therapy 42%
Autolus Limited UK Syncona Portfolio Limited T-Cell Therapies 41%
Cambridge Epigenetix Limited UK Syncona Portfolio Limited Research tools 14%
(1) Based on undiluted issued share capital.
² Entities in members voluntary liquidation.
6. NET GAINS ON FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
The net gains on financial assets at fair value through profit or loss arise
from the Group’s holdings in the Partnership and Holding Company.
Unaudited six Unaudited six Audited
months to 30 months to 30 year to 31
September 2017 September 2016 March 2017
£'000 £'000 £'000
Net gains from: Syncona Investments LP Incorporated 6.a 61 13,571 46,574
Syncona Holdings Limited 6.b 137,220 - 24,801
137,281 13,571 71,375
6.a Movements in Syncona Investments LP Incorporated:
Unaudited six Unaudited six Audited
months to 30 months to 30 year to 31
September 2017 September 2016 March 2017
£'000 £'000 £'000
Investment income 877 498 1,333
Rebates and donations 901 914 2,035
Expenses (118) (165) (303)
Distributions (21,118) (10,183) (14,561)
Realised gains on financial assets at fair value through profit or loss 18,734 995 7,324
Movement in unrealised (losses)/gains on financial assets at fair value through profit or loss (7,361) 39,539 72,143
Gains/(losses) on forward currency contracts 9,103 (18,477) (23,368)
(Losses)/gains on foreign currency (957) 450 1,971
Net gains on financial assets at fair value through profit or loss 61 13,571 46,574
6.b Movements in Syncona Holdings Limited:
Audited period
Unaudited six from 24
months to 30 November 2016
September to 31 March
2017 2017
£'000 £'000
Residual income from liquidated subsidiaries 726 -
Expenses (17) (36)
Movement in unrealised gains on life science investments at fair value through profit or loss 136,844 24,940
Movement in unrealised losses on wholly owned Group companies at fair value through profit or loss (333) (103)
Net gains on financial assets at fair value through profit or loss 137,220 24,801
7. CHARITABLE DONATIONS
As part of the December 2016 transaction, the Company has an obligation to
make a donation to charity, paid in arrears, of 0.3 per cent of the total NAV
of the Company during the financial year calculated on a monthly basis. For
the years ending March 2017 and March 2018 the Company has agreed that the
charitable donations will not be less than £4,751,608. Any amount paid in
excess of 0.3 per cent of the total NAV of the Company in those years will be
recovered by reducing the charitable donations in subsequent years if the NAV
of the Company rises above £1,583,869,333. Half of the donation is donated to
The Institute of Cancer Research (“ICR”) and the other half to The BACIT
Foundation. The BACIT Foundation grants those funds to charities proposed
annually by The BACIT Foundation, in proportions determined each year by
shareholders of the Company.
During the period, accrued charitable donations amounted to £2,375,804
(September 2016: £2,381,232, March 2017: £4,751,608). As at September 2017,
£2,375,804
(September 2016: £2,381,232, March 2017: £4,751,608) remained payable.
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Unaudited Unaudited
30 September 30 September Audited
2017 2016 31 March 2017
£'000 £'000 £'000
Syncona Investments LP Incorporated 8.a 600,460 485,865 690,682
Syncona Holdings Limited 8.b 433,463 - 205,787
1,033,923 485,865 896,469
The financial assets at fair value through profit or loss represent the
movement in the Group’s underlying investments during the period.
8.a The net assets of Syncona Investments LP Incorporated.
Unaudited Unaudited
30 September 30 September Audited
2017 2016 31 March 2017
£'000 £'000 £'000
Cost of the Partnership's investments at the start of the period/year 460,046 388,412 388,412
Purchases during the period/year 67,049 11,020 136,197
Sales during the period/year (101,462) (27,077) (60,804)
Return of capital (9,076) (2,168) (11,083)
Net realised gains on disposals during the period/year 18,734 995 7,324
Cost of the Partnership's investments at the end of the period/year 435,291 371,182 460,046
Net unrealised gains on investments at the end of the period/year 136,788 111,545 144,149
Fair value of the Partnership's investments at the end of the period/year 572,079 482,727 604,195
Open forward currency contracts 3,979 (11,296) 437
Cash and cash equivalents 24,470 16,567 86,204
Other net current liabilities (68) (2,133) (154)
Financial assets at fair value through profit or loss at the end of the period/year 600,460 485,865 690,682
8.b The net assets of Syncona Holdings Limited.
Unaudited
30 September Audited
2017 31 March 2017
£'000 £'000
Cost of the Holding Company's investments at the start of the period/year 180,479 -
Purchases during the period/year 90,940 180,479
Cost of the Holding Company's investments at the end of the period/year 271,419 180,479
Net unrealised gains on investments at the end of the period/year 161,348 24,837
Fair value of the Holding Company's investments at the end of the period/year 432,767 205,316
Other net current assets 696 471
Financial assets at fair value through profit or loss at the end of the period/year 433,463 205,787
9. LONG TERM INCENTIVE PLAN
Unaudited six months to 30 September 2017 Unaudited six months to 30 September 2016 Audited year to 31 March 2017
£'000 £'000 £'000
Current share-based payments 710 - -
Non-current share-based payments 1,083 - 46
Total share-based payments 1,793 - 46
Share-based payments represent a liability associated with awards of
Management Equity Shares (“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 March 2017. There were no MES in September 2016 therefore there is no
comparative information for that date. There were no share-based payments for
the Company’s shares during the period ended 30 September 2017 (March 2017:
nil and September 2016: nil).
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. During the period
ended 30 September 2017 the charge to the Consolidated Statement of
Comprehensive Income was £146,500 (March 2017: £92,000) of which £73,250
(March 2017: £46,000) is expected to be settled in shares and £73,250 (March
2017: £46,000) is expected to be settled in cash. In addition, the cash
liability was revalued incurring a charge of £1,673,486.
The fair value of the MES is established via external valuation as set out in
note 2 of the Annual Report and Accounts for the year ended March 2017. For
the awards of MES made in the period ended 30 September 2017, the applicable
hurdle value was 15 per cent (March 2017: 15 per cent) growth in the value of
the Holding Company above the value at the date of award. No further
performance targets apply to the MES awards. Each MES is entitled to share
equally in value attributable to the Holding Company above the applicable
hurdle value.
The fair value of awards made in the period ended 30 September 2017 was
£13,000 (March 2017: £648,000).
The following MES were held by participants:
Date of award MES awarded MES vested at 30 September 2017 Holding Company hurdle Vesting period
December 2016 26,304,603 - £203.4 million December 2016 - December 2020
March 2017 1,480,721 - £203.4 million March 2017 - March 2021
July 2017 489,854 - £208.0 million July 2017 - July 2021
Number of ordinary shares in the Holding Company in issue at 30 September
2017: 255,721,814 (March 2017: 176,986,208).
Value of the Holding Company at 30 September 2017 adjusted for MES purposes:
£429.0 million (March 2017: £200.1 million).
At 30 September 2017, if all MES were realised the number of shares issued in
the Company would be 5,095,588 (March 2017: 1,087,495).
The cash liability is revalued at the end of each accounting period. At 30
September 2017 the fair value of the cash liability was £1,792,736 (March
2017: nil). The revaluation of the cash liability is a charge to the Statement
of Comprehensive Income.
10. SHARE CAPITAL ACCOUNT
A. Authorised Share Capital
The Company is authorised to issue an unlimited number of shares, which may
have a par value or no par value. The shares can be issued as Ordinary Shares,
C Shares or other such classes and in any currency at the discretion of the
Board.
The Company is a closed-ended investment company with an unlimited life. The
Ordinary Shares are not puttable instruments because redemption is conditional
upon certain market conditions and/or Board approval. As such they are not
required to be classified as debt under IAS 32 – ‘Financial Instruments:
Disclosure and Presentation’.
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 Account in accordance with The Companies (Guernsey) Law,
2008.
The Company also has the authority, subject to various terms as set out in its
Articles and in accordance with The Companies (Guernsey) Law, 2008, to acquire
up to 14.99 per cent of the Shares in issue. The Company intends to renew this
authority annually.
Ordinary Shares carry the right to receive all income of the Company
attributable to the Ordinary Shares of such class and to participate in any
distribution of such income made by the Company,
pro-rata to the relative calculated NAV of each of the classes of Ordinary
Shares and within each such class income shall be divided pari passu among the
holders of Ordinary Shares of that class in proportion to the number of
Ordinary Shares of such class held by them.
The Founder Share issued at the date of incorporation was redesignated, by
special resolution dated 28 September 2012, as a Deferred Share and
transferred to The BACIT Foundation. This
non-participating non-redeemable Deferred Share has no other rights to assets
or dividends, except to payment of £1 on the liquidation of the Company and
carries a right to vote only if there are no other classes of voting share of
the Company in issue.
Unaudited Unaudited Unaudited
Ordinary Shares at Ordinary Shares at Ordinary Shares at
30 September 30 September 31 March
2017 2016 2017
£'000 £'000 £'000
Ordinary Share Capital
Balance at the start of the period/year 760,327 406,208 406,208
Issued during the period/year - - 357,054
Scrip dividend shares issued during the period/year 2,689 1,801 1,801
Share issue costs - - (4,736)
Balance at the end of the period/year 763,016 408,009 760,327
Unaudited Unaudited Unaudited
Ordinary Shares at Ordinary Shares at Ordinary Shares at
30 September 30 September 31 March
2017 2016 2017
Ordinary Share Capital Shares Shares Shares
Balance at the start of the period/year 658,387,407 384,665,158 384,665,158
Issued during the period/year - - 272,248,622
Scrip dividend shares issued during the period/year 1,564,683 1,473,627 1,473,627
Balance at the end of the period/year 659,952,090 386,138,785 658,387,407
A further £2,688,751 (1,564,683 Ordinary Shares) in new Ordinary Shares were
issued at a price of 171.84p as a result of the 2017 scrip dividend.
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.
C. Earnings per Share
The calculations for the earnings per share attributable to the Ordinary
Shares of the Company are based on the following data:
Unaudited six months to 30 September 2017 Unaudited six Audited year to 31 March 2017
months to 30 September
2016
Earnings for the purposes of earnings per share £149,315,501 £20,499,938 £77,291,393
Basic weighted average number of shares 658,763,615 385,011,420 462,399,882
Basic revenue earnings per share 1.83p 1.80p 1.28p
Basic capital earnings per share 20.84p 3.52p 15.44p
Basic earnings per share 22.67p 5.32p 16.72p
Diluted weighted average number of shares 664,471,801 385,011,420 462,399,882
Diluted revenue earnings per share 1.81p 1.80p 1.28p
Diluted capital earnings per share 20.66p 3.52p 15.44p
Diluted earnings per share 22.47p 5.32p 16.72p
Earnings are diluted for the six months to September 2017 due to the MES
described in note 9.
D. NAV per Share
Unaudited Unaudited Audited year to
30 September 2017 30 September 2016 31 March 2017
Net assets for the purposes of NAV per share £1,032,172,609 £486,083,040 £895,238,499
Ordinary Shares in issue 659,952,090 386,138,785 658,387,407
NAV per share 156.40p 125.88p 135.97p
Diluted NAV per share 155.20p 125.88p 135.97p
11. DISTRIBUTION TO SHAREHOLDERS
The Company may pay a dividend at the discretion of the Board. Following the
EGM in October 2013, each dividend paid by the Company will be in the form of
scrip as a default, with a cash dividend alternative, under which shareholders
may elect to receive cash in place of new Shares. Ordinary Shares issued
pursuant to a scrip dividend are issued at a price based on Ordinary Share
price.
During the period ended 30 September 2017, the Company declared and paid a
dividend of 2.3p per share amounting to £15,142,910 (September 2016:
£8,462,633) relating to the year ended March 2017 (March 2016). The dividend
was comprised of £12,454,159 cash (September 2016: £6,662,132) and a scrip
dividend of
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