REG - Syncona Limited - Final Results
19/06/2025 07:00
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RNS Number : 5464N Syncona Limited 19 June 2025
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
19 June 2025
Syncona Limited
Full Year Results for the 12 months ended 31 March 2025
Continuing to navigate sustained challenging market conditions with public
market volatility impacting financial performance
SIML has worked closely with portfolio companies to attract significant
external investment, driving clinical and operational progress across an
increasingly later-stage portfolio
The portfolio's clinical and operational progress in the year underpins the
Board's confidence in SIML's ability to maximise value for shareholders in
volatile and difficult markets over time
Proposed change of strategy to orderly realisations, balancing returning cash
to shareholders in timely manner with maximising value
Syncona Limited ("Syncona" or the "Company") today announces its Annual
Results for the 12 months ended 31 March 2025. Syncona has also provided a
strategy update, which is included in a separate announcement published today.
Financial performance
· Net assets of £1,053.1 million (31 March 2024: £1,238.9
million), 170.9p(( 1 (#_ftn1) )) per share (31 March 2024: 188.7p per share),
a NAV per share return of (9.5%)(( 2 (#_ftn2) ))
· Performance primarily driven by the decrease in Autolus
Therapeutics' (Autolus) share price and partial write-downs at Resolution
Therapeutics (Resolution) and Biomodal 3 (#_ftn3) , which outweighed
valuation uplifts from private portfolio financings and accretive share
buybacks
· Life science portfolio valued at £765.4 million(2) (31 March
2024: £786.1 million), a return of (17.0%)(2)
· £43.0 million of shares repurchased through the share buyback at
an average 37.4% discount to NAV per share, resulting in accretion of 4.96p to
NAV per share 4 (#_ftn4)
· Capital pool(2) of £287.7 million at 31 March 2025 (31 March
2024: £452.8 million); £135.3 million deployed(2) into the life science
portfolio
The SIML team has delivered a maturing strategic portfolio 5 (#_ftn5) of 14
companies that is actively managed and making strong progress
· 78.5% of the strategic portfolio's asset value is now in eight
clinical-stage and commercial companies, of which two are late-stage clinical
and one has a product on the market
· SIML has delivered 10 capital access milestones across the
portfolio and three key value inflection points from Spur Therapeutics (Spur)
and Beacon Therapeutics (Beacon)
· Broader strategic progress in the portfolio, including Mosaic
Therapeutics (Mosaic) in-licensing two clinical-stage assets and accelerating
the company's path to the clinic
SIML has worked with the portfolio companies to attract significant capital in
challenging market conditions
· £135.3 million deployed(2) into the life science portfolio in
the year; below the Company's guidance of £150-200 million, reflecting a
disciplined approach to capital allocation and success in raising external
financing
· Total of £310.6 million raised across seven financings closed
during the period with £175.5 million raised externally from leading life
science investors
· The SIML team has continued to focus on allocating capital to
opportunities that are clinical or late-stage clinical, with 69.0% of gross
capital deployed towards these assets
· Syncona is funded to deliver on all 10 portfolio company key
value inflection points expected over the next three years, including two
before the end of CY2025; each has the potential to deliver significant NAV
growth through M&A and liquidity events
Strategy update seeking to maximise value for diverse shareholder base
· The Company is today publishing an update to its strategy in a
separate announcement
· Proposed change to investment objective and policy and capital
allocation policy to maximise value for shareholders over the medium term
· Seeking to offer certain shareholders an opportunity to roll
their interests into a new independent private fund managed by SIML
· The Board is exploring options to provide shareholders with
accelerated cash returns
Melanie Gee, Chair of Syncona Limited, commented: "Global macroeconomic
conditions have been challenging, with markets for Syncona and our portfolio
particularly difficult with increased volatility in 2025. Our financial
performance has been significantly impacted by the decline of Autolus' share
price. Against this backdrop, the SIML team has worked closely with the
portfolio companies to attract external investment across an increasingly
late-stage portfolio and the Board is pleased with the progress that has been
made.
Syncona's share price has continued to be impacted by the significant
headwinds in the markets it operates. Against this backdrop, the Board has
undertaken a comprehensive review of strategic options to maximise value for
shareholders. Syncona has a diverse shareholder base and our intention to
propose the change of investment objective and policy, and our ambitions, are
the result of extensive engagement with our shareholders and the significant
work and partnership with the SIML team. This process has underpinned our
confidence in the SIML team's ability to deliver strong risk-adjusted returns
from our existing assets over time, as relevant markets stabilise and
volatility decreases. We remain focused on exploring options to provide
shareholders with accelerated cash returns and seeking to offer certain
Syncona shareholders the opportunity to roll their interest into a new private
fund."
Chris Hollowood, CEO of Syncona Investment Management Limited, commented:
"Performance during the year was impacted by adverse market conditions for
life science companies in both the private and public markets, and in
particular, by the fall in Autolus' share price. From an operational and
clinical perspective, the portfolio continues to mature and make strong
progress, with a number of companies reporting encouraging clinical data and
substantive financings. We have a strong team, robust operating model and
rebalanced portfolio that is well positioned to deliver value over the medium
term.
Volatile market conditions have persisted in CY2025. There are a number of
factors including interest rates, trade policies, regulatory uncertainty and
pharma pricing, which have significantly impacted cost of and access to
capital. However, fundamentals remain robust, and we are positive about the
long-term value of innovation and new product development, around which
Syncona's strategy has been centred.
We are also confident in the long-term opportunity of Syncona's strategy of
creating and building companies leveraging world-class research and are
working closely with the Board to explore the possibility of a new fund for
interested current shareholders, alongside prospective new investors. We look
forward to keeping the market updated on the portfolio's continued progress
and engaging with stakeholders on the continued path forward."
Portfolio is funded to deliver 10 key value inflection points over the next
three years
The portfolio is well positioned over the medium term with 10 key value
inflection points over the next three years, including two expected before the
end of CY2025, each with the potential to drive significant NAV growth through
M&A and liquidity events. Syncona is funded to deliver on all the
portfolio's key value inflection points.
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 6 (#_ftn6)
Company 31 March 2024 Net investment in the period Valuation change FX movement 31 March 2025 % of Group NAV Valuation Fully diluted ownership stake 10 (#_ftn10) Focus area
Basis 7 (#_ftn7) (, 8 (#_ftn8) , 9 (#_ftn9) )
(£m) (£m) (£m) (£m) (£m) (%)
Strategic portfolio companies
On the market
Autolus 169.5 (16.3) (116.2) (2.4) 34.6 3.3 Quoted 9.9 Cell therapy
Late-stage clinical
Spur 135.6 43.8 2.8 - 182.2 17.3 Cost 79.2 Gene therapy
Beacon 94.7 9.6 15.4 (2.2) 117.5 11.2 PRI 41.0 Gene therapy
Clinical
Quell 84.7 2.8 - (2.1) 85.4 8.1 PRI 33.7 Cell therapy
Resolution 50.0 19.0 (13.5) - 55.5 5.3 Adj cost 82.6 Cell therapy
Anaveon 35.7 - - (0.1) 35.6 3.4 PRI 36.9 Biologics
Mosaic 7.3 18.2 - - 25.5 2.4 Cost 54.3 Small molecules
iOnctura 25.6 - - (0.5) 25.1 2.4 PRI 21.9 Small molecules
Pre-clinical
Purespring 45.3 5.0 0.9 - 51.2 4.9 PRI 41.7 Gene therapy
OMass 43.7 6.0 - - 49.7 4.7 PRI 29.0 Small molecules
Kesmalea 12.0 8.0 - - 20.0 1.9 Cost 59.7 Small molecules
Yellowstone 1.0 15.5 - - 16.5 1.6 Cost 60.9 Biologics
Forcefield 6.5 1.7 2.4 - 10.6 1.0 PRI 49.6 Biologics
Slingshot 0.0 5.6 - - 5.6 0.5 Cost 100.0 Accelerator
Investments and milestone payments
Neogene milestone payment 2.2 - 4.0 (0.1) 6.1 0.6 DCF - Cell therapy
Clade milestone payment 0.0 0.7 0.1 - 0.8 0.1 DCF - Cell therapy
CRT Pioneer Fund 33.9 (1.3) (5.3) - 27.3 2.5 Adj Third Party 64.1 Oncology
Biomodal 18.0 - (15.0) (0.3) 2.7 0.3 Adj Third Party 5.5 Epigenetics
Achilles 11.0 - 2.4 (0.3) 13.1 1.2 Expected proceeds 22.7 Cell therapy
Century 0.0 4.3 (3.8) (0.1) 0.4 0.0 Quoted 1.3 Cell therapy
Clade 9.4 (9.4) - - 0.0 0.0 - - Cell therapy
Total Life Science Portfolio 786.1 113.2 (125.8) (8.1) 765.4 72.7
Capital pool 452.8 (177.8) 12.4 0.3 287.7 27.3
TOTAL 1,238.9 1,053.1 100
Please see important notices at the end of this announcement.
Enquiries
Syncona Limited
Annabel Clark / Tim Stamper
Tel: +44 (0) 20 3981 7940
FTI Consulting
Ben Atwell / Natalie Garland-Collins
Tel: +44 (0) 20 3727 1000
Chair's statement
Performance against a volatile market backdrop
Against volatile global macroeconomic conditions, Syncona ended the year with
net assets of £1.05 billion (170.9p per share), delivering a NAV per share
return of (9.5%). This decline in NAV per share was primarily driven by the
significant fall in Autolus' share price. Public and private market conditions
have been challenging for Syncona and our portfolio companies with interest
rates, trade policies, regulatory uncertainty and pharma pricing,
significantly impacting cost of and access to capital.
Syncona's share price continues to be impacted by the significant headwinds
facing the markets its portfolio companies operate in. It has also been
impacted by the negative sentiment towards both listed investment companies
and biotech companies. During the year the share price declined by 29.5%, with
the shares moving from a premium to a material discount to NAV over the last
three years, with the shares now trading at a 48.2% discount to NAV 11
(#_ftn11) .
Capital allocated to share buybacks
The Board allocated a further £35.0 million to share buybacks during the
year, taking total capital allocated to share repurchases since September 2023
to £75.0 million. In total 40.1 million shares were repurchased in the 12
months at an average discount of 37.4%, resulting in an accretion of 4.96p per
share over the year. A further £6.5 million 12 (#_ftn12) of shares have been
bought back since the period end, at an average discount of 49.8%.
In light of the strategy update outlined today and given the current share
buyback arrangements with Deutsche Numis came to an end on 18 June 2025, the
Board has been advised to pause the ongoing share buyback until it is in a
position to provide a further update on the Company's new strategy. As of
13(th) June, there is £5.4 million of cash allocated to buybacks that remains
to be deployed.
Comprehensive review of strategic options with discussions ongoing
The Board has, in consultation with SIML and advisers, undertaken a
comprehensive review of options to maximise value for shareholders. As part of
this review, the Board has engaged extensively with shareholders, who
expressed a range of perspectives, reflecting Syncona's diverse shareholder
register. The results of this strategic review have been shared today in a
separate announcement.
The review follows a period of underperformance for the biotech sector with
the S&P Biotechnology Index still 52.0% 13 (#_ftn13) below its peak in
February 2021. Market conditions have been particularly challenging for
early-stage life science companies, with cost of and access to capital
impacted for biotech companies across all stages of the development cycle. The
challenging market backdrop and broader negative sentiment towards listed
investment companies have continued to impact the price of Syncona's ordinary
shares, with the price moving from a premium to a material discount to NAV
over the last three years. Over this period, the SIML team has rebalanced the
portfolio, prioritising capital towards the most promising assets.
Having taken on board the variety of views, the Board has decided that,
subject to FCA approval, it intends to propose a new investment objective and
policy to shareholders to move to an orderly realisation of its portfolio
assets, with a view to achieving a balance between returning cash to
shareholders in a timely manner and maximising value. Alongside this, the
Board intends to amend Syncona's capital allocation policy.
The Board also recognises that certain shareholders may wish to continue to
have exposure to a similar strategy to Syncona's existing investment objective
and policy, which incorporates creating early-stage life science and
technology companies. As such, the Board is exploring the possibility of
providing institutional shareholders with an opportunity to roll their
interests in the Company into a new private investment vehicle ("New Fund")
independent of the Company, which would be managed by SIML. Discussions are
ongoing with a number of sophisticated institutional and strategic investors
and London based university and research partners around participating in the
New Fund. The Board is also exploring options to accelerate cash returns to
shareholders, which may include the sale of a small portion of its interests
in its portfolio companies at a modest implied premium to the current share
price and at a discount to NAV. If the New Fund is successful in raising
sufficient new capital, the Company would seek to enter into such a sale to
the New Fund and will keep the market updated on progress as and when
appropriate.
Changes to the Board
The Company also announces today that Virginia Holmes will not be seeking
re-election to the Syncona Board at the upcoming Annual General Meeting in
August this year. Virginia has been an invaluable member of the Board since
joining in January 2021 and myself and the Board thank her for her service as
a Senior Independent Director over the last four and a half years. In the
event a new investment objective and policy is approved by shareholders, it is
the Board's intention to reduce the size of the Board to reflect the Company's
strategy.
Ongoing commitment to Sustainability
Syncona will maintain a strong commitment and high standard in its approach to
sustainability as the SIML team continues to manage the portfolio to maximise
value. The Board recognises the ongoing importance of focusing on
sustainability issues as a business and social imperative, whilst also
understanding that this is a key priority for our stakeholders. Our portfolio
companies and the patients they seek to treat will continue to be at the heart
of SIML's investment management process and Syncona will publish an updated
Sustainability Policy and Responsible Investment Policy in the event a change
to the investment objective and policy is proposed and approved at a general
meeting. Alongside this, the Company will also provide an update on our
commitment to the Syncona Foundation.
Outlook and conclusion
Global macroeconomic conditions have been challenging throughout the year with
increased volatility in 2025. Interest rates and trade policies have
significantly impacted markets and in addition, the biotech sector continues
to face a number of regulatory and policy headwinds, where there is ongoing
uncertainty. Whilst Syncona's performance during the year has been
significantly impacted by the share price performance of Autolus, the SIML
team has worked hard to position the portfolio to maximise value over the
medium term and the Board is pleased with the progress on this front. The
adverse market backdrop and broader negative sentiment towards listed
investment companies have continued to impact Syncona's share price, with the
shares moving from a premium to a material discount to NAV over the last three
years. The Board has been very focused on addressing this and our strategy
update announcement is the result of extensive engagement with our
shareholders, who hold a diverse set of views for the future of their
investment in Syncona. The Board has worked closely with SIML, and our
advisers and looks forward to keeping shareholders updated as discussions
continue to progress.
Syncona has a diverse shareholder base, and the Board has a resolute focus on
offering our shareholders the opportunity to participate in the medium-term
value available from the portfolio and access near-term cash returns, or to
retain exposure to early-stage companies by rolling their interest in the
Company into a new private vehicle independent of the Company. The Board is
confident in the SIML team's ability to deliver strong risk-adjusted returns
from our existing assets over time, as relevant markets stabilise and
volatility decreases.
Melanie Gee, Chair of Syncona Limited, 18 June 2025
Investment manager review
Against ongoing challenging market conditions, we are pleased with the
significant work that has been undertaken in FY2024/5. There has been positive
clinical progress and substantive funding raised across Syncona's maturing
portfolio, whilst our team has continued to take a rigorous and disciplined
approach to capital allocation.
Life science performance and valuation against challenging market backdrop
The considerable volatility in the market and broader investor sentiment
towards biotech assets has impacted the performance of Syncona's life science
portfolio, which generated a negative return of 17.0% in the year. Notably,
the 75.7% decline in the Autolus share price, despite U.S. Food and Drug
Administration (FDA) approval for its lead asset, AUCATZYL(®) and
commercialisation in the US, impacted the Company's financial performance.
Across Syncona's private portfolio, we were pleased to complete the Beacon,
Purespring Therapeutics (Purespring) and Forcefield Therapeutics (Forcefield)
financings in the year. Both the Beacon and Forcefield financings were
completed at uplifts of 17.6% and 37.6%, respectively, and Syncona's overall
interest in Purespring remained unchanged. However, amidst ongoing market
challenges and following material third-party interest from potential Series B
syndicate investors, Resolution has been partially written down by 23.6%.
Syncona is pleased with the progress the company has made with the first
patient dosed in its lead programme post-period end and has invested £19.0
million as part of a Series B financing in September 2024 to deliver its next
key value inflection point. Elsewhere, Biomodal, which is a Syncona Investment
and passively managed by the SIML team, has also been written down by £15.0
million, reflecting the anticipated value of a future financing round. Syncona
last committed to Biomodal at its Series B in 2015.
Maturing portfolio continues to deliver strong clinical progress and attract
significant investment
The strategic portfolio of 14 companies is increasingly diversified across
therapeutic area and modality and weighted towards clinical, late-stage
clinical and commercial companies, where 78.5% of strategic portfolio value is
held. There has been strong clinical execution across the portfolio,
particularly amongst these later-stage assets, with Beacon publishing positive
data from its Phase II DAWN and SKYLINE trials in XLRP, and Spur publishing
data from its Phase I/II trial in Gaucher disease. These significant clinical
milestones are key value inflection points for the companies, with Beacon now
enrolling patients in a Phase II/III pivotal trial and Spur aligning with the
FDA on the design of a single-arm Phase III trial to support potential
accelerated approval of FLT201. Overall, across the portfolio there have been
10 capital access milestones, and three key value inflection points delivered
since 31 March 2024.
There has been a total of £310.6 million raised across seven financings in
the year, including £175.5 million from leading external life science
investors, broadening the financial scale of the portfolio and demonstrating
the quality and progress of the companies.
Significant opportunity to maximise value through delivery of a rich set of
key value inflection points across the portfolio
The SIML team continues to focus on maximising value for shareholders through
driving the existing portfolio to late-stage development, where it believes
significant value can be accessed through M&A and liquidity events. The
portfolio has both proactively and naturally matured, and we are expecting 10
companies to be in the clinic in the next 12 months. There are 10 key value
inflection points expected in the next three years, including two expected
before the end of CY2025. These have the potential to drive significant NAV
growth through M&A and liquidity events, and the portfolio companies are
making good progress towards their delivery.
Capital allocation, deployment into portfolio and SIML costs
SIML has continued to maintain a rigorous and disciplined approach to the
allocation of capital to maximise risk-adjusted returns for shareholders. In
total, Syncona deployed £135.3 million of capital in the year into its Life
Science portfolio; below guidance for the year of £150-200 million. This
reflects both SIML's disciplined approach and success in raising external
capital. In total, 77.2% of gross capital deployed was to fund companies to
key value inflection points.
At 31 March 2025, Syncona had a capital pool of £287.7 million and remains
funded to deliver on all portfolio company key value inflection points over
the next three years. Approximately 80% of the capital pool is allocated to
commitments and underwriting current key value inflection points, with
remaining capital allocated to driving broader portfolio company milestones
and protecting value in third party financings.
We monitor the asset allocation and foreign exchange exposure within the
capital pool based on the capital allocations to the life science portfolio
and market conditions, with a focus on generating a real return above UK
inflation with a core strategy of capital preservation and liquidity access.
The capital pool is managed on a matrix basis of liquidity and volatility to
optimise risk-adjusted returns. A balance is maintained between liquidity and
volatility at an overall capital pool level. This gives flexibility in
ensuring that the pool is fully invested when the need for cash is low but as
demand for liquidity rises, the capital pool is able to provide it within a
managed volatility level. The capital pool is held in cash, treasury bills and
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. The overall weighted
return across the Company's capital pool during the year was 4.0%.
£m % of Gross capital pool 14 (#_ftn14) % of nav
CASH 73.7 25.1% 7.0%
Treasury Bills 55.7 19.0% 5.3%
Multi-asset funds 73.9 25.2% 7.0%
credit funds 78.5 26.8% 7.5%
private equity funds 11.4 3.9% 1.1%
Syncona is a self-managed vehicle and SIML costs are managed prudently by the
SIML Leadership Team within an annual budget approved by the Board. SIML
management fees for FY2024/5 were £13.7 million (1.3% of NAV(( 15 (#_ftn15)
))), a decrease of £2.9 million on FY2023/4.
Working in partnership with the Board to maximise value for shareholders
We have worked closely with the Board as they have reviewed options to
maximise value for shareholders. We recognise that the share price performance
over the last three years has been disappointing and there is a diverse range
of views across Syncona's shareholder register. We believe there is a
significant opportunity to maximise value from the portfolio over the medium
term by focusing on the delivery of the key value inflection points we have
outlined. We are also confident in the long-term opportunity to continue the
strategy of creating and building companies leveraging world-class research
and are working to explore the possibility of a New Fund for interested
current institutional Syncona shareholders and prospective new investors.
Outlook
Challenging market conditions have persisted in CY2025. There are a number of
factors, including interest rates, trade policies, regulatory uncertainty and
pharma pricing, which continue to weigh on sector sentiment.
Nevertheless, once trade policies embed and predictability returns to the
market, then we believe there are reasons for optimism. Long-term structural
trends remain positive in life sciences with innovation still critical to
developing the best products for patients.
We believe we have a strong team, robust operating model and we manage a
well-positioned portfolio to maximise value over the medium term. There is a
long-term opportunity to scale our platform to support the continued evolution
of the life science sector in the UK and critically to enable shareholders to
access the significant value from investing in companies to late-stage
development. We look forward to keeping the market updated on the portfolio's
continued progress and engaging with stakeholders on the continued path
forward.
Life science portfolio review
Syncona's life science portfolio was valued at £765.4 million at 31 March
2025 (31 March 2024: £786.1 million), delivering a (17.0)% return in the
period. It comprises the strategic portfolio companies, potential milestone
payments, and investments, which are non-core and provide optionality to
deliver returns for shareholders.
Syncona's strategic portfolio consists of the 14 core strategic 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 eight companies at the commercial
or clinical stage (two late-stage clinical) and the remainder at pre-clinical
stage.
NAV Growth Framework
Syncona is continuing to report against SIML's NAV Growth Framework, to give
shareholders more clarity on which milestones and what stage of the
development cycle we anticipate the Company's portfolio companies will be able
to access capital and drive significant NAV growth, through M&A and
liquidity events. Syncona's 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 16 (#_ftn16) (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 SIML team view of potential key value inflection points
On the market
Autolus H2 CY2025 (new) CY2025
- Full data from Phase I/II SLE programme - Commercial traction following US launch of AUCATZYL® (obe-cel)
- Phase II initiation of SLE programme
Moving towards being on the market
Beacon CY2026
- Data readout from its Phase II/III pivotal VISTA trial in XLRP
Spur H1 CY2026 (delayed from H2 CY2025) H1 CY2028
- Initiation of Phase III trial in Gaucher disease - Completion of the pivotal stage of its Phase III trial in
Gaucher disease
CY2026
- Initiation of Phase I/II trial in Parkinson's disease
Moving towards publishing definitive data
iOnctura CY2026
- Data readout from its Phase II trial in uveal melanoma
Resolution CY2026
- Interim data readout from its Phase I/II trial in end-stage
liver disease
Moving towards publishing emerging efficacy data
Quell Q1 CY2026 (new) CY2025
- Completion of first stage of Phase I/II trial in liver - Interim data readout from its Phase I/II trial in liver
transplantation transplantation
CY2026 (new)
- Full data readout for the Phase I/II trial in liver transplantation
Anaveon CY2026
- Data readout from its Phase I/II trial of ANV600
Purespring H2 CY2025 (updated from CY2026) H1 CY2027 (new)
- Initiation of Phase I/II trial in complement-mediated kidney - Complement biomarker clinical data
disease
OMass H2 CY2025 H1 CY2026 (new)
- Initiation of Phase I trial of its MC2 programme - Data from Phase I trial of MC2 programme
Mosaic H1 CY2026 (new)
- Initiation of first clinical study for lead drug combination
H2 CY2026 (new)
- Initiation of clinical study for second drug combination
Portfolio review
Strategic portfolio
Commercial - 3.3% of the NAV
Autolus (3.3% of NAV, 9.9% shareholding) - On the market
SIML team view
In November 2024, Autolus received FDA approval for its lead CAR-T cell
therapy, AUCATZYL(®) (obe-cel), and has since commenced commercial launch in
the US. As Autolus transitioned to a commercial stage company, Syncona
rebalanced its exposure to the business and, as such, sold 14.0% of its
holding at an average price of $4.50, generating proceeds of $21.2 million
(£16.3 million). As announced previously, AUCATZYL(®) has the potential to
be a best-in-class therapy for patients with relapsed or refractory B-cell
precursor acute lymphoblastic leukaemia (r/r B-ALL), supported by its very
positive tolerability profile compared to current CD19 CAR T-cell therapies.
It is encouraging to see that 39 treatment centres are now fully activated (as
of 7 May 2025) and that first quarter sales were ahead of expectations at $9.0
million. We look forward to seeing further progress with their commercial
launch, which we view as a key value inflection point for the company.
· Company focus: Autolus is developing, commercialising and
delivering 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 31 March 2025
totalled $516.6 million. Autolus estimates that, with its current cash, cash
equivalents and marketable securities, it is well capitalised to drive the
launch and commercialisation of obe-cel in r/r adult ALL, as well as to obtain
data in the lupus nephritis pivotal trial and multiple sclerosis Phase I
trial.
· Lead programme: Autolus received marketing approval from the FDA
for AUCATZYL(®) and subsequently commenced commercial launch in the US. In
December 2024, the National Comprehensive Cancer Network(®) added
AUCATZYL(®) to its Clinical Practice Guidelines in Oncology for the treatment
of adult patients with r/r B-ALL. Post-period end, Autolus received
conditional marketing authorisation from the MHRA and the European Medicines
Agency's (EMA) Committee for Medicinal Products for Human Use (CHMP) has
recommended European Commission (EC) approval, with an EC decision on a
conditional marketing authorisation application expected in H2 2025. Autolus
is working with the UK National Institute for Health and Care Excellence
(NICE) and the NHS to potentially achieve access for eligible patients in
England. Autolus has presented updated data on obe-cel in adult ALL at various
conferences during the year, further building on previously published data
highlighting its tolerability and long-term response.
· Commercialisation progress: In preparation for the broader
commercialisation of AUCATZYL(®), Autolus delivered significant operational
milestones to enable the company to launch the product at a scale that can
serve 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. The
first commercial launch in the US is progressing on track, with 39 centres
fully activated as of 7 May 2025 and coverage secured for approximately 90% of
total US medical lives. Autolus continues to expect to complete authorisation
of 60 treatment centres by the end of 2025, covering approximately 90% of the
target patient population.
· Pipeline programmes: Post-period end, Autolus reported
preliminary data from the Phase I CARLYSLE dose confirmation study of obe-cel
in refractory Systemic Lupus Erythematosus (SLE) patients, which supported the
progression of obe-cel into a planned Phase II trial in lupus nephritis, a
kidney disease caused by SLE. The first patient in this trial is expected to
be dosed by end of CY2025. Full data with longer term follow-up from CARLYSLE
is expected by the end of CY2025. Autolus also plans to advance obe-cel into
clinical development in progressive multiple sclerosis. The company expects to
dose its first patient in a Phase I dose escalation study by the end of
CY2025. BioNTech's product option for AUTO1/22 was not exercised as a result
of BioNTech's pipeline prioritisation.
· 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.
Late-stage clinical companies - 28.5% of NAV
Beacon (11.2% of NAV, 41% shareholding) - Moving towards being on the market
SIML team view
Beacon has generated a strong set of data from its Phase I/II HORIZON and
Phase II SKYLINE trials supporting the therapeutic benefit and safety profile
of laru-zova (formerly AGTC-501) in the treatment of the blinding condition
X-linked retinitis pigmentosa (XLRP). This includes positive data from SKYLINE
which underlines the durability profile of the therapy and supports our thesis
that laru-zova 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 and is currently
enrolling.
· 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.
The financing took place at a 17.6% uplift to Syncona's 31 March 2024
valuation of the company.
· Lead programme: During the period, Beacon announced the
initiation of its Phase II/III pivotal VISTA study for laru-zova in XLRP.
Beacon plans to use the data generated from the VISTA trial, in combination
with data from the Phase I/II HORIZON, Phase II SKYLINE, and Phase II
expansion DAWN trials, to support its regulatory strategies in the EU and US.
During the period, Beacon also released positive data from these three
clinical trials:
o Interim data from the Phase II SKYLINE trial 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 laru-zova as a one-time therapy for XLRP.
o Three-month data in the Phase II expansion DAWN trial showed promising
early improvements in low luminance visual acuity (LLVA), a critical measure
of visual function used as a primary endpoint in the pivotal VISTA trial. This
was also key value inflection point for the company.
o Data from the Phase I/II HORIZON trial demonstrated that a difference in
visual function between the treated and untreated eyes was still observed at
month 36.
o Post-period end, positive six-month data in the Phase II expansion DAWN
trial was presented at Association for Research in Vision and Ophthalmology
(ARVO) 2025 Annual Meeting.
· Operational update: In April 2024 Beacon announced the sale of
its GMP manufacturing facility in Alachua, Florida to Ascend Advanced
Therapies (Ascend). The transaction includes a long-term partnership with
Ascend to secure GMP product supply for laru-zova, enabling the company to
focus on clinical development.
· Pipeline programmes: Beacon's second retinal disease programme is
targeting dry age-related macular degeneration, a leading cause of
irreversible vision loss in people over 60.
· People update: Beacon announced the appointment of Lance Baldo,
M.D. as CEO, and Thomas Biancardi as Chief Financial Officer (CFO). 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 point: Data readout from its Phase II/III
pivotal VISTA trial in XLRP expected in CY2026.
Spur (17.3% of NAV, 79.2% shareholding) - Moving towards being on the market
SIML team view
Spur continues to make strong clinical progress and Syncona has been
encouraged by the data published from its lead Gaucher disease programme
(FLT201). This includes the data published at the European Society of Gene and
Cell Therapy (ESGCT) 31(st) Annual Congress, demonstrating a favourable
efficacy and safety profile for FLT201, and further data published at
WORLDSymposium in February 2025. 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 Syncona shareholders. Spur is now preparing
to advance FLT201 into a Phase III trial.
· Company focus: Developing transformative gene therapies for
patients suffering from chronic debilitating diseases.
· Financing stage: During the year, Syncona provided £43.8 million
of financing to support the development of the company's pipeline.
· Lead programme: The company presented positive data from its lead
Gaucher disease programme at the American Society of Gene & Cell Therapy
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(( 17 (#_ftn17) )) 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 during the
period, including at the ESGCT 31st Annual Congress in October 2024. The data
presented at ESGCT was a key value inflection point for Spur, underlining the
efficacy, safety and long-lasting potential of FLT201. Further data presented
at WORLDSymposium in February 2025 demonstrated durable reductions in lyso-Gb1
of between 33-96% in patients who entered the trial with high levels. The
company is on track to initiate its Phase III trial in Gaucher disease during
H1 CY2026, with Spur gaining FDA alignment on the design of a single-arm study
to support potential accelerated approval of FLT201. The accelerated pathway
would be based on reductions in lyso-Gb1 after 6 months, with full approval
based on improvement or maintenance of haemoglobin levels after 12 months
· Pipeline programmes: The company 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. The company also selected a candidate, SPR301, for
development in Parkinson's disease. Spur has decided to discontinue the
development of SBT101 in adrenomyeloneuropathy (AMN). Spur recently published
a safety update from the Phase I/II clinical trial of SBT101, and the
company's view is an efficacy signal will take a longer period of time to
generate, and the company's capital is better prioritised to Gaucher and
Parkinson's disease.
· Key value inflection point: Completion of the pivotal stage of
its Phase III trial in Gaucher disease expected in H1 CY2028.
Clinical-stage companies - 21.6% of NAV
Quell (8.1% of NAV, 33.7% shareholding) - Moving towards publishing emerging
efficacy data
SIML team view
Quell Therapeutics (Quell) continues to make clinical and operational
progress, announcing positive safety and translational data from the initial
safety cohort of three patients from its lead QEL-001 programme in liver
transplantation in the year. This data supported Quell's subsequent decision
to advance QEL-001 into the efficacy cohort of its Phase I/II trial which is
now underway, with initial translational data demonstrating enhanced QEL-001
engraftment in the first three patients of the efficacy cohort.
· 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: Quell presented safety data from its lead
programme at the American Transplant Congress in June 2024, demonstrating that
QEL-001 was safe and well tolerated by liver transplant patients. Further
translational data was presented at the ESGCT Annual Congress in October,
demonstrating durable enrichment of the QEL-001 CAR-Tregs in liver grafts, and
at the EASL Congress in May 2025, demonstrating enhanced engraftment of
QEL-001 CAR-Tregs after ATG conditioning. The company has advanced QEL-001 to
the efficacy cohort of the LIBERATE Phase I/II trial, with three patients
dosed to date.
· Partner programmes: In November 2024, AstraZeneca selected a
candidate to progress from the type 1 diabetes Treg cell therapy collaboration
programme, triggering a $10 million milestone payment to Quell. Post-period
end in June 2025, AstraZeneca selected a candidate to progress from the
inflammatory bowel disease Treg cell therapy collaboration programme,
triggering a second $10 million milestone payment to Quell.
· People update: Luke Beshar was appointed as Chair of Quell's
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 points:
o Interim data readout from its Phase I/II trial in liver transplantation
expected in CY2025.
o Full data readout for the Phase I/II trial in liver transplantation
expected in CY2026.
Anaveon (3.4% of NAV, 36.9% shareholding) - Moving towards publishing emerging
efficacy data
SIML 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. Anaveon will be reporting data from its Phase I dose
escalation and expansion cohorts clinical trial of ANV600 in CY2026, which
will provide further insight into the value potential of this programme. The
company is on track to declare the recommended Phase II dose as monotherapy
and in combination with anti-PD1 checkpoint inhibition in H2 CY2025.
· Company focus: Clinical development of a PD-1 targeted IL-2
receptor agonist, a type of protein that could enhance a patient's immune
system to respond therapeutically to cancer. The company has also announced a
PD-1 targeted IL-21 bispecific compound and an anti-PD-1 depleting antibody,
both currently in pre-clinical stages.
· Financing stage: Raised CHF 110 million (£90 million) in a
syndicated Series B financing in 2021
· Lead programme: During the period Anaveon entered the clinic with
its Phase I/II trial of ANV600.
· People update: Dieter Weinand has been appointed Chair of the
Board of Directors. Dieter is an experienced business leader in the
pharmaceutical industry and is the former Chair and CEO of Bayer
Pharmaceuticals. New CMO Richard Sachse joined in February 2025. Richard has
25 years of drug development leadership in oncology, immunology and neurology,
across both early and late-stage development.
· Key value inflection point: Data readout from its Phase I/II
trial of ANV600 expected in CY2026.
Resolution (5.3% of NAV, 82.6% shareholding) - Moving towards publishing
definitive data
SIML team view
Resolution remains the global leader in macrophage cell therapy, having
established the value of this modality through publication of the MATCH II
academic clinical data showing efficacy in patients with end-stage liver
disease. Resolution has entered the clinic and is focused on trial execution
and demonstrating the impact that its engineered macrophage cell therapy
RTX001 can have on a severely ill patient group with end-stage liver disease.
· Company focus: Resolution is pioneering regenerative macrophage
therapy in inflammatory and fibrotic diseases.
· Financing stage: During the year Syncona committed £63.5 million
in Series B financing to Resolution. Since the year end, SIML has been
exploring the possibility of syndicating some of its Series B commitment.
Amidst ongoing market challenges and following material third-party interest
from potential Series B syndicate investors, Resolution has been partially
written down by 23.6%. However, Resolution is funded to support the early
clinical development of lead programme RTX001, and deliver data from the
programme.
· Clinical update: The complete three-year MATCH II data presented
at the American Association of the Study of Liver Disease (AASLD) in November
2024, demonstrated excellent safety and efficacy of non-engineered macrophage
cell therapy in patients with advanced cirrhosis. In parallel, pre-clinical
data presented at the Keystone Symposia on Fibrosis suggests superior
anti-inflammatory and anti-fibrotic effects of engineered macrophages RTX001
compared to non-engineered macrophages. Resolution is now actively recruiting
patients in its EMERALD study, a Phase I/II clinical trial of RTX001 in
end-stage liver disease, in the UK and Spain.
· Key value inflection point: Interim data readout from its Phase
I/II trial in end-stage liver disease expected in CY2026.
iOnctura (2.4% of NAV, 21.9% shareholding) - Moving towards publishing
definitive data
SIML team view
iOnctura is driving its lead candidate roginolisib towards late-stage
development and we believe it can deliver high patient impact across a broad
range of indications. Since adding this clinical-stage opportunity to
Syncona's portfolio last year, the SIML team worked closely alongside
iOnctura's management team to review its pipeline and explore the breadth of
roginolisib's utility, whilst prioritising indications that can deliver the
most value over the nearest timeframe. We are pleased with the progress made
in uveal melanoma and to see the expansion of the roginolisib opportunity,
with Phase II trials initiated in non-small cell lung cancer (NSCLC) and
myelofibrosis in addition to uveal melanoma. SIML 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 €86 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 and XGEN Venture.
· Lead programme: iOnctura's lead programme, roginolisib, is a
first-in-class allosteric 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 supply agreement with GSK. The company has
commenced its randomised Phase II trial in uveal melanoma, with dosing of
patients underway, and post-period end it dosed the first patient in its Phase
II trial in NSCLC. Sites are screening patients for a Phase II trial in
myelofibrosis.
· 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.
Mosaic (2.4% of NAV, 54.3% shareholding) - Moving towards publishing emerging
efficacy data
SIML team view
Using proprietary computational methods and models, Mosaic discovers and
develops novel therapeutic combinations for the targeted treatment of cancer.
Mosaic's deal with Astex to in-license assets having extensive clinical
exposure as monotherapies has significantly derisked and accelerated the
company's development path. Mosaic now expects to start the first clinical
study of its lead drug combination in H1 CY2026.
· 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(.)(( 18
(#_ftn18) ))
· Platform capabilities: Mosaic's 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: The company appointed Dr Barry Davies as Chief
Scientific Officer (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.
· Pipeline update: Post-period end, the company in-licensed two
clinically experienced targeted small molecules to enable a pipeline of
biomarker defined combination programmes identified through its platform.
Pre-clinical companies - 14.6% of NAV
Purespring (4.9% of NAV, 41.7% shareholding) - Moving towards publishing
emerging efficacy data
· Company focus: Precision nephrology company, developing multiple
locally delivered gene therapies for the treatment of chronic renal diseases
which are currently inadequately addressed by existing treatments.
· Financing stage: 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 pipeline of disease modifying
gene therapies into the clinic and support the expected initiation of a Phase
I/II clinical trial in H2 CY2025 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
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. Post-period
end, Purespring was granted orphan drug designation for its lead programme
PS-002 for the treatment of patients with primary IgAN.
· People update: Purespring has appointed Haseeb Ahmad as CEO who
has over 25 years of experience in the life science industry and a strong
commercial track record in both high-prevalence and rare diseases. Previously,
Haseeb led Novartis Europe and Novartis Gene Therapies and had numerous global
and in country leadership roles at Novartis and Merck & Co.
· Key value inflection point: Complement biomarker clinical data
expected in H1 CY2027.
OMass (4.7% of NAV, 29% shareholding) - Moving towards publishing emerging
efficacy data
· Company focus: Developing small molecule drugs to treat endocrine
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: OMass selected the candidate molecule for its
lead MC2 programme, a G protein-coupled receptor (GPCR) for the
adrenocorticotrophic hormone (ACTH). This will support the development of the
programme in diseases of adrenocorticotropic hormone (ACTH) excess, including
Congenital Adrenal Hyperplasia (CAH) and ACTH-dependent Cushing's Syndrome.
· Key value inflection point: Data from Phase I trial of MC2
programme expected in H1 CY2026.
Kesmalea (1.9% 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 SELFTAC technology and discovery programmes, focusing on oncology and
the central nervous system.
· People update: Kesmalea has appointed Robert Johnson as CEO.
Robert was previously CEO of Adrestia Therapeutics until its acquisition by
Insmed. Prior to that, he was co-founder and Chief Business Officer at Affinia
Therapeutics.
Yellowstone (1.6% of NAV, 60.9% shareholding) - Moving towards publishing
emerging efficacy data
· 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 has built out its team and is making
progress on its research plan with the next milestone being target nomination.
Forcefield (1.0% of NAV, 49.6% 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 March
2024. Syncona's total commitment in the Series A is £20.0 million, with
Forcefield attracting 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 Therapeutics, 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. Post-period end, Northern Gritstone committed to invest
£1.8 million into Apini, becoming the programme's first co-investor. Apini's
funding from Northern Gritstone and Syncona will be delivered over three
tranches tied to company milestones, with the overall commitment unchanged in
value.
· 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 CFO,
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, including the appointment of Ed Savory as Head of Chemistry,
post-period end.
Syncona investments and milestone payments - 4.7% of NAV
Syncona has £50.4 million of value in investments and milestone payments,
which are non-core and provide optionality to deliver returns for its
shareholders. The assets held within the Company's investments are Achilles
Therapeutics (Achilles), Century, CRT Pioneer Fund, and Biomodal (formerly
Cambridge Epigenetix), alongside the discounted value of potential milestone
payments following the sale of Neogene and Clade, with Syncona receiving £6.1
million post-period end from the successful delivery of three Neogene
milestones.
During the period Achilles announced that it would be discontinuing its lead
programme, closing its clinical trials and will undertake a voluntary
liquidation and return capital to shareholders. 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. Based on
information available we expect Syncona to receive between £12.4-13.8 million
from this return of capital. 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. Syncona's investment in Biomodal was written down by £15.0
million, reflecting the anticipated value of a future financing round.
Syncona Investment Management Limited, 18 June 2025
Supplementary Information
Capital access milestones and key value inflection points
SIML is focused on driving its companies to late-stage clinical development,
where it believes significant value can be accessed. As Syncona's portfolio
matures and scales, 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, through M&A and
liquidity events (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.
Portfolio milestones delivery since introduction of NAV Growth Framework
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 H1 CY2025 (updated from H2 CY2024) Delivered
Commence the US commercial launch of obe-cel, dependent on anticipated FDA Capital access milestone H2 CY2024 Delivered
regulatory approval in November
Achilles 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 H2 CY2024 (updated from CY2025) Delivered
Six-month data readout from the Phase II DAWN trial in XLRP Capital access milestone H1 CY2025 Delivered
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 CY2025 (updated from H1 CY2024) Delivered
Data readout from its Phase I/II trial in Gaucher disease Key value inflection point H2 CY2024 Delivered
Select development candidate for GBA1 Parkinson's disease Capital access milestone H2 CY2024 Delivered
programme
Additional data readout from its Phase I/II trial in Gaucher disease Capital access milestone H1 CY2025 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
iOnctura Initiation of Phase II trial in uveal melanoma Capital access milestone H1 CY2025 (updated from Delivered in Q1 CY2025
H2 CY2024)
Resolution Initiation of Phase I/II trial in end-stage liver disease Capital access milestone H1 CY2025 (updated from Delivered
H2 CY2024)
Track record since 2012
Since 2012, Syncona has deployed £1.4 billion in its life science portfolio,
generating an IRR of 14.5% and 1.3x multiple of cost across the whole
portfolio. Over the same period, Syncona has realised £990 million from the
portfolio, with £955 million generated from five full exits, delivering an
aggregate IRR of 73.6% and a 3.9x multiple of cost.
IMPORTANT NOTICES
This announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities.
Certain statements contained in this announcement constitute "forward-looking
statements" with respect to the results, financial condition, performance,
developments or achievements of Syncona and its subsidiaries. Words such as
"believes", "anticipates", "estimates", "expects", "intends", "plans", "aims",
"potential", "will", "would", "could", "considered", "likely", "estimate" and
variations of these words and similar future or conditional expressions, are
intended to identify forward-looking statements but are not the exclusive
means of identifying such statements. These statements and forecasts are
inherently predictive, speculative and involve risks and uncertainties and
assumptions that could cause actual results, financial condition, performance,
developments or achievements to differ materially from those expressed or
implied by these forward-looking statements and forecasts. Many of these
risks, uncertainties and assumptions relate to factors that are beyond
Syncona's ability to control, predict or estimate precisely. No representation
or warranty is made, and no responsibility or liability is accepted, as to the
achievement or reasonableness of, and no reliance should be placed on, such
forward-looking statements. The forward-looking statements contained in this
announcement speak only as of the date of this announcement. Syncona expressly
disclaims any obligation or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise, unless required to do so by applicable law or regulation,
the FCA or London Stock Exchange plc. Investors should seek to ensure they
understand the risks and opportunities of an investment in Syncona, including
the information in the Company's published documentation, before investing.
No statement in this announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for Syncona for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for Syncona.
Neither the content of Syncona's website (or any other website) nor the
content of any website accessible from hyperlinks on Syncona's website (or any
other website) is incorporated into or forms part of this announcement.
This announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
SYNCONA LIMITED
UNAUDITED GROUP PORTFOLIO STATEMENT
As at 31 March 2025
2025 2024
Fair value % of Fair value % of
£'000 Group NAV £'000 Group NAV
Life science portfolio
Life science companies
Spur 182,208 17.3 135,627 10.9
Beacon 117,537 11.2 94,619 7.6
Quell 85,442 8.1 84,745 6.8
Resolution 55,543 5.3 49,974 4.0
Purespring 51,182 4.9 45,257 3.7
OMass 49,712 4.7 43,712 3.5
Anaveon 35,569 3.4 35,713 2.9
Autolus 34,582 3.3 169,469 13.7
Mosaic 25,533 2.4 7,333 0.6
iOnctura 25,121 2.4 25,646 2.1
Kesmalea 20,000 1.9 12,000 1.0
Yellowstone 16,500 1.6 1,000 0.1
Achilles 13,131 1.2 10,980 0.9
Forcefield 10,608 1.0 6,500 0.5
Companies of less than 1% of the NAV 8,663 0.8 27,409 2.3
Total life science companies((1)) 731,331 69.5 749,984 60.6
CRT Pioneer Fund 27,294 2.6 33,874 2.7
Milestone payments 6,769 0.6 2,248 0.2
Total life science portfolio((2)) 765,394 72.7 786,106 63.5
Capital pool investments
Credit investment funds 78,457 7.5 112,015 9.0
Multi asset funds 73,940 7.0 70,500 5.7
UK and US treasury bills 55,651 5.3 163,373 13.2
Legacy funds 11,373 1.2 28,778 2.3
Total capital pool investments((3)) 219,421 21.0 374,666 30.2
Other net assets
Cash and cash equivalents((4)) 81,622 7.8 104,819 8.5
Charitable donations (4,002) (0.4) (4,353) (0.4)
Other assets and liabilities (9,355) (1.1) (22,360) (1.8)
Total other net assets 68,265 6.3 78,106 6.3
Total capital pool 287,686 27.3 452,772 36.5
Total NAV of the Group 1,053,080 100.0 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 £765,393,936 (31 March 2024:
£786,106,202) consists of life science investments totalling £731,330,517
(31 March 2024: £749,983,883), milestone payments of £6,768,995 (31 March
2024: £2,248,059) held by Syncona Holdings Limited and CRT Pioneer Fund of
£27,294,423 (31 March 2024: £33,874,260) held by Syncona Investments LP
Incorporated.
(3) The capital pool investments of £219,421,126 (31 March 2024:
£374,665,784) are held by Syncona Investments LP Incorporated.
(4) Cash and cash equivalents amounting to £1,113,276 (31 March 2024:
£260,826) is held by Syncona Limited. The remaining £80,508,807 (31 March
2024: £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 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.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2025
2025 2024
Notes Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment income
Other income 6 66,539 - 66,539 49,138 - 49,138
Total investment income 66,539 - 66,539 49,138 - 49,138
Net losses on financial assets at fair value through profit or loss 7 - (187,979) (187,979) - (18,389) (18,389)
Total losses - (187,979) (187,979) - (18,389) (18,389)
Expenses
Charitable donations 8 4,002 - 4,002 4,353 - 4,353
General expenses 9 17,718 - 17,718 22,608 - 22,608
Total expenses 21,720 - 21,720 26,961 - 26,961
(Loss)/profit for the year 44,819 (187,979) (143,160) 22,177 (18,389) 3,788
(Loss)/profit after tax 44,819 (187,979) (143,160) 22,177 (18,389) 3,788
(Loss)/earnings per Ordinary Share 14 7.04p (29.52)p (22.48)p 3.33p (2.76)p 0.57p
(Loss)/earnings per Diluted Share 14 7.04p (29.52)p (22.48)p 3.33p (2.76)p 0.57p
The total columns of this statement represent the Group's 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 year 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.
All the items in the above statement are derived from continuing operations.
The accompanying notes are an integral part of the financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2025
Notes 2025 2024
£'000 £'000
ASSETS
Non-current assets
Financial assets at fair value through profit or loss 10 1,054,953 1,241,698
Current assets
Cash and cash equivalents 1,113 261
Trade and other receivables 11 8,809 9,138
Total assets 1,064,875 1,251,097
LIABILITIES AND EQUITY
Non-current liabilities
Share based payments provision 12 5,136 2,861
Current liabilities
Share based payments provision 12 396 1,760
Accrued expense and payables 13 6,263 7,598
Total liabilities 11,795 12,219
EQUITY
Share capital 14 767,999 767,999
Capital reserves 14 256,795 444,774
Revenue reserves 91,572 46,328
Treasury shares 14 (63,286) (20,223)
Total equity 1,053,080 1,238,878
Total liabilities and equity 1,064,875 1,251,097
Total net assets attributable to holders of Ordinary Shares 1,053,080 1,238,878
Number of Ordinary Shares in issue 14 615,645,995 655,335,586
Net assets attributable to holders of Ordinary Shares 14 £1.71 £1.89
(per share)
Diluted NAV (per share) 14 £1.71 £1.89
The audited Consolidated Financial Statements were approved on 18 June 2025
and signed on behalf of the Board of Directors by:
Melanie
Gee
Rob Hutchinson
Chair
Non-Executive Director
Syncona
Limited
Syncona Limited
The accompanying notes are an integral part of the financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO HOLDERS OF
ORDINARY SHARES
For the year ended 31 March 2025
Share Capital Revenue Treasury Total
capital reserves reserves shares
£'000 £'000 £'000 £'000 £'000
As at 31 March 2023 767,999 463,163 23,493 - 1,254,655
Total comprehensive income for the year - (18,389) 22,177 - 3,788
Acquisition of treasury shares - - - (20,223) (20,223)
Transactions with shareholders:
Share based payments - - 658 - 658
As at 31 March 2024 767,999 444,774 46,328 (20,223) 1,238,878
Total comprehensive loss for the year - (187,979) 44,819 - (143,160)
Acquisition of treasury shares - - - (43,063) (43,063)
Transactions with shareholders:
Share based payments - - 425 - 425
As at 31 March 2025 767,999 256,795 91,572 (63,286) 1,053,080
The accompanying notes are an integral part of the financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 March 2025
Notes 2025 2024
£'000 £'000
Cash flows from operating activities
(Loss)/profit for the year (143,160) 3,788
Adjusted for:
Losses on financial assets at fair value through profit or loss 7 187,979 18,389
Non-cash movement in share-based payment provision 102 (3,846)
Operating cash flows before movements in working capital 44,921 18,331
Decrease in trade and other receivables 329 1,005
(Decrease)/increase in accrued expense and payables (1,335) 1,137
Net cash generated from operating activities 43,915 20,473
Cash flows from financing activities
Acquisition of treasury shares 14 (43,063) (20,223)
Net cash used in financing activities (43,063) (20,223)
Net increase in cash and cash equivalents 852 250
Cash and cash equivalents at beginning of the year 261 11
Cash and cash equivalents at end of the year 1,113 261
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 financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2025
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 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 in the
Annual Report and Accounts.
2. ACCOUNTING POLICIES
The Group's investments in life science companies, other investments within
the life science portfolio and capital pool investments are held,
respectively, through the Holding Company and the Partnership, which are
measured at fair value through profit or loss in accordance with the
requirement of IFRS 10 "Consolidated Financial Statements".
Statement of compliance
The Consolidated Financial Statements which give a true and fair view are
prepared in accordance with IFRS as adopted by the European Union and are in
compliance with The Companies (Guernsey) Law, 2008. The Consolidated Financial
Statements were approved by the Board and authorised for issue on 18 June
2025.
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 found, build and fund companies in innovative
areas of healthcare, consists of financial information reported at the Group
level. The capital pool is fundamental to the delivery of the Group's strategy
and performance 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.
Basis of preparation
The Consolidated Financial Statements have been prepared under the historical
cost basis, except for investments and share based payment provision held at
fair value through profit or loss, which have been measured at fair value.
Functional currency
The Group's functional currency is Sterling ("£" or "GBP"). £ is the
currency in which the Group measures its performance and reports its results.
Ordinary Shares are denominated in £ and any dividends declared of assets are
paid in £. The Directors believe that £ best represents the functional
currency, although the Group has significant exposure to other currencies as
described in note 18.
Going concern
The financial statements are prepared on a going concern basis as 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
financial statements. Hence, the Directors believe that it is appropriate to
continue to adopt the going concern basis in preparing the Consolidated
Financial Statements.
However, the scope of the going concern assessment acknowledges that there are
proposals to be put to shareholders to potentially change Company's Investment
Objective and Policy. The potential adoption of these amendment proposals does
not change the Director's view that the Company has adequate financial
resources to continue in operational existence and meet all liabilities as
they fall due for a period of at least twelve months. The Directors note that
the ultimate decision regarding the future state of the Company is outside the
control of the Directors and will be known only after the outcome of a
shareholder vote. The uncertain future outcome of the intended forthcoming
vote and the potential impact that this has on the Company's future state
indicates that a material uncertainty exists that may cast significant doubt
on the Company's ability to continue as a going concern. Notwithstanding this
uncertainty, and based on the above assessment, the Directors continue to
conclude that the financial statements should continue to be prepared on a
going concern basis and the financial statements have been prepared
accordingly.
Basis of consolidation
The Group's Consolidated Financial Statements consist of the financial records
of the Company and the General Partner.
The results of the General Partner during the year are consolidated in the
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 (UK) 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 years ended 31 March 2025 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 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 due to providing investment management
related services to the Group, and is therefore consolidated.
New standards adopted by the Group
There are no standards, amendments to standards or interpretations that are
effective for the annual year ending on 31 March 2025 that have a material
effect on the Group's Consolidated Financial Statements.
Standards, amendments and interpretations not yet effective
There are a number of other standards, amendments and interpretation that are
not yet effective and are not relevant to the Group as listed below. These are
not expected to have a material impact on the Group's Consolidated Financial
Statements.
- Amendments to IFRS 17: Insurance Contracts;
- Amendments to IFRS 10 and IAS 28: Sale or contribution of assets
between an investor and its associate or joint venture;
- Amendments to IAS 8: Accounting Policies, Changes in Accounting
Estimates and Errors;
- Amendments to IAS 12: Income Taxes;
- Amendments to IAS 21: Lack of Exchangeability
- Amendments to IFRS 9 and IFRS 7: Classification and Measurement of
Financial Instruments; and
- IFRS 18: Presentation and Disclosure in Financial Statements
Financial instruments
Financial assets are recognised in the Group's Consolidated Statement of
Financial Position when the Group becomes a party to the contractual
provisions of the instrument. On initial recognition, financial assets are
recognised at fair value less transaction costs which are recognised in the
Statement of Comprehensive Income.
On subsequent measurement, a financial asset is classified as measured at
amortised cost, fair value through other comprehensive income, or fair value
through profit or loss.
Financial assets measured at amortised cost
Financial assets are measured at amortised cost if held within a business
model whose objective is to hold financial assets in order to collect
contractual cash flows and its contractual terms give rise on specified dates
to cash flows that are solely payments of principal and interest on the
principal amount outstanding. The Group includes in this category short-term
non-financing receivables including trade and other receivables.
As at 31 March 2025 and 31 March 2024, there are no financial assets measured
at fair value through other comprehensive income.
Financial liabilities measured at amortised cost
This category includes all financial liabilities, other than those measured at
fair value through profit or loss. The Group includes in this category
short-term payables.
Financial assets at fair value through profit or loss
The Group's investments in life science companies and capital pool investments
are held through the Holding Company and the Partnership, respectively, which
are measured at fair value through profit or loss in accordance with the
requirement of IFRS 10. The Net Asset Value (NAV) of the Holding Company and
the Partnership represent the Group's assessment of the fair value of its
directly held assets (see note 10) and have been determined on the basis of
the policies adopted for underlying investments described below.
Fair value - investments in subsidiaries
The Group classified its direct investments in subsidiaries as investments at
fair value through profit or loss in accordance with the requirements under
IFRS 10.
Fair value - life science portfolio - life science investments
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, 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.
The following considerations are used when calculating the fair value of
unlisted life science companies:
- Cost at the transaction date is the primary input when determining
fair value. Similarly, where there has been a recent investment in the
unlisted company by third parties, the price of recent investment (PRI) is the
primary input when determining fair value, although further judgement may be
required to the extent that the instrument in which the recent investment was
made is different from the instrument held by the Group.
- The length of period for which it remains appropriate to consider
cost or the PRI as the primary input when determining fair value depends on
the achievement of target milestones of the investment at the time of
acquisition. An analysis of such milestones is undertaken at each valuation
point and considers changes in the key company indicators, changes to the
external environment, suitability of the milestones and the current facts and
circumstances. Where this calibration process shows there is objective
evidence that an investment has been impaired or increased in value since the
investment was made, such as observable data suggesting a change in the
financial, technical, or commercial performance of the underlying investment,
the Group carries out an enhanced assessment which may use one or more of the
alternative methodologies set out in the IPEV Valuation Guidelines.
- DCF involves estimating the fair value of an investment by
calculating the present value of expected future cash flows, based on the most
recent forecasts in respect of the underlying business. Given the significant
uncertainties involved with producing reliable cash flow forecasts for seed,
start-up and early-stage companies, the DCF methodology will more commonly be
used in the event that a life science company is in the final stages of
clinical testing prior to regulatory approval or has filed for regulatory
approval. No life science investments were valued on a DCF basis as at 31
March 2025 and 31 March 2024.
Fair value - life science portfolio - milestone payments
Milestone payments which form part of the total consideration resulting from a
business combination and are dependent on the meeting of future conditions are
initially recognised at fair value through profit or loss. Subsequent
measurement of milestone payments is at fair value through profit or loss.
When estimating the fair value of the milestone payments the present value of
expected future cash flows is calculated based on the known future cash flows
and an estimate of the likelihood of meeting the stated conditions using
publicly available information where possible.
Fair value - life science portfolio - deferred consideration
Financial assets resulting from an investment purchase entitling the Group to
future income that has a price which is dependent on a non-financial variable
not specific to a party in the contract ("deferred consideration") is measured
on initial recognition at fair value. Subsequent measurement of the financial
asset is at fair value through profit or loss. When estimating the fair value
of the financial asset the present value of expected future cash flows is
calculated using an income-based valuation approach and an estimate of the
likelihood of meeting the stated conditions using publicly available
information where possible.
Fair value - capital pool investments in underlying funds
The Group's capital pool investments in underlying funds are ordinarily valued
using the values (whether final or estimated) as advised to the Investment
Manager by the managers, general partners or administrators of the relevant
underlying fund. The valuation date of such investments may not always be
coterminous with the valuation dates of the Company and in such cases the
valuation of the investments as at the last valuation date is used. The NAV
reported by the administrator may be unaudited and, in some cases, the
notified asset values are based upon estimates. The Group or the Investment
Manager may depart from this policy where it is considered such valuation is
inappropriate and may, at its discretion, permit any other valuation method to
be used if it considers that such valuation method better reflects value
generally or in particular markets or market conditions and is in accordance
with good accounting practice.
Forward currency contracts
Forward foreign currency contracts are derivative contracts and as such are
recognised at fair value on the date on which they are entered into and
subsequently remeasured at their fair value. Fair value is determined by
forward rates in active currency markets. Whilst the Group currently holds no
forward currency contracts, forward currency contracts are held by the
Partnership and Syncona Portfolio Limited from time to time for hedging
purposes only.
Other financial liabilities
Other financial liabilities include all other financial liabilities other than
financial liabilities at fair value through profit or loss. The Group's other
financial liabilities include payables and share based payments. The carrying
amounts shown in the Consolidated Statement of Financial Position approximate
the fair values due to the short-term nature of these other financial
liabilities.
Offsetting of financial instruments
Financial assets and liabilities are offset and the net amount reported in the
Consolidated Statement of Financial Position if, and only if, there is a
currently enforceable legal right to offset the recognised amounts and there
is an intention to settle on a net basis, or to realise assets and settle the
liabilities simultaneously.
Derecognition of financial instruments
A financial asset is derecognised when: (a) the rights to receive cash flows
from the financial asset have expired; (b) the Group retains the right to
receive cash flows from the financial asset, but has assumed an obligation to
pay them in full without material delay to a third party under a "pass through
arrangement"; or (c) the Group has transferred substantially all the risks and
rewards of the financial asset, or has neither transferred nor retained
substantially all the risks and rewards of the financial asset, but has
transferred control of the financial asset.
A financial liability is derecognised when the contractual obligation under
the liability is discharged, cancelled or expired.
Impairment of financial assets
IFRS 9 requires the Group to record expected credit losses (ECLs) on all
financial assets held at amortised cost, all loans and trade receivables,
either on a 12-month or lifetime basis. The Group only holds receivables with
no financing component and which have maturities of less than 12 months at
amortised cost and therefore has applied the simplified approach to recognise
lifetime ECLs permitted by IFRS 9.
Commitments
Through its investment in the Holding Company and the Partnership, the Group
has outstanding commitments to investments that are not recognised in the
Consolidated Financial Statements. Refer to note 20 for further details.
Share based payments
Certain employees of SIML participate in equity incentive arrangements under
which they receive awards of Management Equity Shares (MES) in the Holding
Company above a base line value set out at the date of award. The MES are not
entitled to dividends but any dividends or capital value realised by the Group
in relation to the Holding Company are taken into account in determining the
value of the MES. MES vest if an individual remains in employment for the
applicable vesting period. 25% of an individual MES become realisable each
year, they have the right to sell these realisable shares to the Company and
the Company is obligated to purchase said shares. The price is determined
using a formula stipulated in the Articles of Association ("Articles") of the
Holding Company.
The terms of the equity incentive arrangements provide that half of the
proceeds (net of expected taxes) are settled in Company shares which must be
held for at least 12 months, with the balance paid in cash. Consequently, the
arrangements are deemed to be partly an equity-settled share based payment
scheme and partly a cash-settled share based payment scheme under IFRS 2
"Share Based Payments" in the Consolidated Financial Statements of the Group.
The fair value of the MES at the time of the initial award is determined in
accordance with IFRS 2 and taking into account the particular rights attached
to the MES as described in the Articles. The fair value is measured using a
probability-weighted expected returns methodology, which is an appropriate
future‑oriented approach when considering the fair value of shares that have
no intrinsic value at the time of issue. The approach replicates that of a
binomial option pricing model. The key assumptions used within the model are:
NAV progression; discount rates ranging from 15% to 27% (31 March 2024: 13% to
28%); and probabilities of success that result in an average cumulative
probability of success across the life science portfolio of 26% (31 March
2024: 18%). In this case, the expected future payout to the MES was made by
reference to the expected evolution of the Holding Company's value, including
expected dividends and other realisations which is then compared to the base
line value. This is then discounted into present value terms adopting an
appropriate discount rate. The "capital asset pricing methodology" was used
when considering an appropriate discount rate to apply to the payout expected
to accrue to the MES on realisation.
When MES are awarded, a share based payment charge is recognised in the
Consolidated Statement of Comprehensive Income of the employing company, SIML,
equal to the fair value at that date, spread over the vesting period. In its
own financial statements, the Company records a capital contribution to the
Holding Company with an amount credited to the share based payments reserve in
respect of the equity-settled proportion and to liabilities in respect of the
cash-settled proportion (see below).
When the Company issues new shares to acquire the MES, the fair value of the
MES is credited to share capital.
To the extent that the Company expects to pay cash to acquire the MES, the
fair value of the MES is recognised as a liability in the Company's
Consolidated Statement of Financial Position. The fair value is established at
each statement of financial position date and recognised in the Consolidated
Statement of Comprehensive Income throughout the vesting period, based on the
proportion vested at each Statement of Financial Position date and adjusted to
reflect subsequent movements in fair value up to the date of acquisition of
the MES by the Company.
The fair value paid to acquire MES (whether in shares in the Company or cash)
will result in an increase in the carrying value of the Holding Company by the
Company.
The movement in the share based payment provision of the Group is a non-cash
fair value movement to the reported liability, rather than a working capital
balance movement. This movement is recognised directly in the Consolidated
Statement of Comprehensive Income.
Treasury shares
Treasury shares are ordinary shares of the Company held by the Company and
presented as a reduction of equity, at the consideration paid, including any
incremental attributable costs. The ordinary shares are purchased from the
London Stock Exchange at market value.
Income
All income is accounted for in accordance with IFRS 15 "Revenue from Contracts
with Customers" and is recognised in the Consolidated Statement of
Comprehensive Income when the right to receive is established. Income is
further discussed in note 6.
Expenses
Expenses are accounted for on accruals basis. Expenses incurred on the
acquisition of investments at fair value through profit or loss are presented
within the Capital column of the Consolidated Statement of Comprehensive
Income. All other expenses are presented within the Revenue column of the
Consolidated Statement of Comprehensive Income. Charitable donations are
accounted for on accruals basis and are recognised in the Consolidated
Statement of Comprehensive Income. Expenses directly attributable to the
issuance of shares are charged against capital and recognised in the
Consolidated Statement of Changes in Net Assets Attributable to Holders of
Ordinary Shares.
Cash and cash equivalents
Cash comprises cash at bank. Cash equivalents are short-term, highly liquid
investments that are readily convertible to known amounts of cash and which
are subject to insignificant changes in value.
Translation of foreign currency
Items included in the Group's Consolidated Financial Statements are measured
in £, which is the currency of the primary economic environment where the
Group operates. The Group's assets are primarily denominated in £.
Transactions in currencies other than £ are translated at the rate of
exchange ruling at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies at the date of the Consolidated
Statement of Financial Position are retranslated into £ at the rate of
exchange ruling at that date.
Foreign exchange differences arising on retranslation are recognised in the
Consolidated Statement of Comprehensive Income. Non-monetary assets and
liabilities that are measured in terms of historical cost in a foreign
currency are translated using the rate of exchange at the date of the
transaction.
Non-monetary assets and liabilities denominated in foreign currencies that are
stated at fair value are retranslated into £ at foreign exchange rates ruling
at the date the fair value was determined.
Presentation of the Consolidated Statement of Comprehensive Income
In order to better reflect the activities of an investment company,
supplementary information which analyses the Consolidated Statement of
Comprehensive Income between items of a revenue and capital nature has been
presented alongside the Consolidated Statement of Comprehensive Income and
Statement of Changes in Net Assets Attributable to Holders of Ordinary Shares.
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The preparation of the Group's Consolidated Financial Statements requires
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 the life science investments could result in
outcomes that require a material adjustment to the carrying amount of the
assets or liabilities affected in future periods.
Critical accounting judgements
In the process of applying the Group's accounting policies, the following
judgements have been made, which have the most significant effect on the
amounts recognised in the Consolidated Financial Statements:
Fair value - life science portfolio
In the case of the Group's investments in unlisted companies, the fair value
is determined in accordance with the IPEV Valuation Guidelines. These include
the use of recent arm's length transactions, DCF analysis and earnings
multiples. Wherever possible, the Group uses valuation techniques which make
maximum use of market-based inputs.
In most cases, where the Group is the sole institutional investor and/or until
such time as substantial clinical data has been generated, the primary
valuation input is Cost or PRI, subject to adequate consideration being given
to current facts and circumstances. This includes whether there is objective
evidence that suggests the investment has been impaired or increased in value
due to observable data, or technical or commercial performance.
Where considered appropriate, once substantial clinical data has been
generated the Group will use input from independent valuation advisers to
assist in the determination of fair value.
The key judgement relates to determining whether a Cost or PRI (Market) based
approach is the most appropriate for determining fair value of the Group's
investments in unlisted companies. In making this judgement, the Group
highlights that the majority of its investments are early-stage businesses,
typically with products in the discovery stage of drug development and
pre-revenue generation. As a result, it considers that the determination of
fair value should be based on what a market participant buyer would pay to
acquire or develop a substitute asset with comparable scientific or commercial
progression, adjusted for obsolescence (i.e. its current replacement cost).
This technique is applied until such time that the life science investment is
at a stage in its life cycle where cash flow forecasts are more predictable,
thus using an income-based approach provides a more reliable estimate of fair
value.
However there are also other methodologies that can be used to determine the
fair value of investments in private companies including the use of the DCF
methodology. It is possible that the use of an alternative valuation
methodology would result in a different fair value than that recorded by the
Group.
The Directors' determination of the fair values of certain investments took
into consideration multiple sources including management information and
publicly available information and publications and including certain input
from independent advisors L.E.K. Consulting LLP ("L.E.K."), who has undertaken
an independent review of certain investments and has assisted the Directors
with their valuation of such investments. The review was limited to certain
limited procedures that the Directors identified and requested L.E.K. to
perform within an agreed limited scope. The investments covered in the review
were limited to:
· Spur Therapeutics Limited;
· Anaveon AG;
· Quell Therapeutics Limited;
· Beacon Therapeutics Limited;
· Resolution Therapeutics Limited;
· OMass Therapeutics Limited;
· Purespring Therapeutics Limited; and
· CRT Pioneer Fund.
As with any review of investments these can only be considered in the context
of the limited procedures and agreed scope defining such review and are
subject to assumptions which may be forward looking in nature and subjective
judgements. Upon completion of such limited agreed procedures, L.E.K.
estimated an independent range of fair values of those investments subjected
to the limited procedures. In making its determination of fair value the
Directors considered the review as one of multiple inputs. The limited
procedures were undertaken within the agreed scope and limited by the
information reviewed which did not involve an audit, review, compilation or
any other form of verification, examination or attestation under generally
accepted auditing standards and was based on the review of multiple defined
sources. The AIFM is responsible for determining the fair value of the
investments, and the agreed limited procedures in the review performed to
assist the Directors in its determination are only one element of, and are
supplementary to, the inquiries and procedures that the AIFM is required to
undertake to determine the fair value of the said investments for which the
Directors are ultimately responsible.
Key sources of estimation uncertainty
The Group's investments consist of its investments in the Holding Company and
the Partnership, both of which are classified at fair value through profit or
loss and are valued accordingly, as disclosed in note 2.
The key sources of estimation uncertainty are the valuation of the Holding
Company's investments in privately held life science companies, the
Partnership's private equity investments and investment in the CRT Pioneer
Fund, and the valuation of the share based payment liability.
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 PRI,
adjusted to reflect the achievement or otherwise of milestones or other
factors. The accounting policy for all investments is described in note 2 and
the fair value of all investments is described in note 19.
In conjunction with the proposed Investment Objective and Policy changes, the
Company is also exploring options to accelerate realisations, which may
include the realisation of a small portion of its interests in its portfolio
companies at a modest implied premium to the current share price and a
discount to NAV. Consistent with the legal and economic interests held via the
Group's intermediate holding companies, we have identified the relevant unit
of account for the purpose of fair value measurement as each individual life
science entity investment. Whilst we have therefore considered the
implications of any potential transaction values on the fair value of the
individual portfolio companies, this is likely to be structured in a manner
that is reflective of a secondary transaction and driven by the desire for
liquidity to enable a capital return for shareholders of Syncona Limited. When
estimating hypothetical transaction prices from orderly exchange transaction
for each individual life science entity, our fair value estimates at 31 March
2025 do not include any material fair value adjustments for potential
transaction values implied by the options being considered.
The accounting policy for all investments is described in note 2 and the fair
value of all investments is described in note 19.
In determining a suitable range to sensitise the fair value of the unlisted
life science portfolio, the Directors note the progress towards and
achievement of core milestones as well as underlying company indicators 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% (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 and that typically trigger value enhancement (or deterioration
if not achieved) include the generation of substantial clinical data.
As at the year end, none (31 March 2024: none) of the Partnership's underlying
investments have imposed restrictions on redemptions. However, underlying
managers often have the right to impose such restrictions.
The Directors believe it remains appropriate to estimate their fair values
based on NAV as reported by the administrators of the relevant investments.
Where investments held by the Partnership can be subscribed to, the Directors
believe that such NAV represents fair value because subscriptions and
redemptions in the underlying investments occur at these prices at the
Consolidated Statement of Financial Position date, where permitted.
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
Subsidiary Principal place Principal activity 2025 2024
of business % 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 MES issued
by Syncona Holdings Limited (see note 12).
There are no significant restrictions on the ability of subsidiaries to
transfer funds to the Company.
Indirect interests in subsidiaries and associates
Indirect subsidiaries Principal place Immediate parent Principal activity 2025
of business % 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 IP Holdco (2) Limited UK Syncona Portfolio Limited Portfolio management 100%
Syncona IP Holdco (3) Limited UK Syncona Portfolio Limited Portfolio management 100%
Syncona IP Holdco (4) Limited UK Syncona Portfolio Limited Portfolio management 100%
Syncona Investment Management Limited UK Syncona Holdings Limited Portfolio management 100%
SIML Switzerland AG Switzerland SIML Portfolio management 100%
Slingshot Therapeutics Holdings Limited UK Syncona Portfolio Limited Drug Discovery 100%
Spur Therapeutics Limited UK Syncona Portfolio Limited Gene therapy 98%
Resolution Therapeutics Limited UK Syncona Portfolio Limited Cell therapy 93%
Forcefield Therapeutics Limited UK Syncona Portfolio Limited Biologics 85%
Mosaic Therapeutics Limited UK Syncona Portfolio Limited Small molecules 76%
Yellowstone Bio Sciences UK Syncona Portfolio Limited Biologics 72%
Kesmalea Therapeutics Limited UK Syncona Portfolio Limited Small molecules 61%
Beacon Therapeutics Holdings Limited UK Syncona Portfolio Limited Gene therapy 59%
Purespring Therapeutics Limited UK Syncona Portfolio Limited Gene therapy 59%
Indirect associates Principal place Immediate parent Principal activity 2025
of business % interest((1))
Anaveon AG Switzerland Syncona Portfolio Limited Biologics 43%
Quell Therapeutics Limited UK Syncona Portfolio Limited Cell therapy 36%
Azeria Therapeutics Limited UK Syncona Portfolio Limited In voluntary liquidation 34%
OMass Therapeutics Limited UK Syncona Portfolio Limited Small molecules 33%
Achilles Therapeutics plc UK Syncona Portfolio Limited In voluntary liquidation 26%
iOnctura B.V. Netherlands Syncona Portfolio Limited Small molecules 25%
Indirect subsidiaries Principal place Immediate parent Principal activity 2024
of business % 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 IP Holdco (2) Limited UK Syncona Portfolio Limited Portfolio management 100%
Syncona IP Holdco (3) Limited UK Syncona Portfolio Limited Portfolio management 100%
Syncona Investment Management Limited UK Syncona Holdings Limited Portfolio management 100%
SIML Switzerland AG Switzerland SIML Portfolio management 100%
Spur Therapeutics Limited UK Syncona Portfolio Limited Gene therapy 99%
Forcefield Therapeutics Limited UK Syncona Portfolio Limited Biologics 94%
Resolution Therapeutics Limited UK Syncona Portfolio Limited Cell therapy 83%
Purespring Therapeutics Limited UK Syncona Portfolio Limited Gene therapy 81%
Beacon Therapeutics Holdings Limited UK Syncona Portfolio Limited Gene therapy 77%
Kesmalea Therapeutics Limited UK Syncona Portfolio Limited Small molecules 59%
Mosaic Therapeutics Limited UK Syncona Portfolio Limited Small molecules 51%
Indirect associates Principal place Immediate parent Principal activity 2024
of business % interest((1))
Quell Therapeutics Limited UK Syncona Portfolio Limited Cell therapy 38%
Anaveon AG Switzerland Syncona Portfolio Limited Biologics 37%
OMass Therapeutics Limited UK Syncona Portfolio Limited Small molecules 37%
Azeria Therapeutics Limited UK Syncona Portfolio Limited In voluntary liquidation 34%
Achilles Therapeutics plc UK Syncona Portfolio Limited Cell therapy 27%
iOnctura B.V. Netherlands Syncona Portfolio Limited Small molecules 20%
(1) Based on undiluted issued share capital and excluding the MES issued
by Syncona Holdings Limited (see note 12).
5. TAXATION
The Company and the General Partner are exempt from taxation in Guernsey under
the provisions of The Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989
and have both paid an annual exemption fee of £1,600 (31 March 2024:
£1,600).
The General Partner is incorporated and a tax resident in Guernsey, its
corporate affairs being managed solely in Guernsey. Having regard to the
non-UK tax residence of the General Partner and the Company, and on the basis
that the Partnership is treated as transparent for UK and Guernsey tax
purposes and that the Partnership's business is an investment business and not
a trade, no UK tax will be payable on either the General Partner's or the
Company's shares of Partnership profit (save to the extent of any UK
withholding tax on certain types of UK income such as interest).
Some of the Group's underlying investments may be liable to tax, although the
tax impact is not expected to be material to the Group, and is included in the
fair value of the Group's investments.
6. INCOME
The Group's income relates to distributions from the Partnership which are
used for paying costs and dividends of the Group.
During the year, distribution income from the Partnership amounted to
£66,539,058 (31 March 2024: £49,137,740) of which £4,002,355 (31 March
2024: £4,353,307) remained receivable as at 31 March 2025. The receivable
reflects the charitable donations of the Group. Refer to note 8.
7. NET GAINS/(LOSSES) ON FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
The net gains/(losses) on financial assets at fair value through profit or
loss arise from the Group's holdings in the Holding Company and Partnership.
Note 2025 2024
£'000 £'000
Net (losses)/gains from:
The Holding Company 7.a (134,830) 893
The Partnership 7.b (53,149) (19,282)
Total (187,979) (18,389)
7.A MOVEMENTS IN THE HOLDING COMPANY:
2025 2024
£'000 £'000
Expenses (101) (98)
Movement in unrealised (losses)/gains on life science investments at fair (134,729) 991
value through profit or loss
Net (losses)/gains on financial assets at fair value through profit or loss (134,830) 893
7.B MOVEMENTS IN THE PARTNERSHIP:
2025 2024
£'000 £'000
Investment income 24 771
Rebates and donations (83) (164)
Other income 49 41
Expenses (196) (406)
Realised gains on financial assets at fair value through profit or loss 30,455 8,775
Movement in unrealised (losses)/gains on financial assets at fair value (20,137) 16,876
through profit or loss
Gains on foreign currency 3,278 3,962
Gains on financial assets at fair value through profit or loss 13,390 29,855
Distributions (66,539) (49,137)
Net losses on financial assets at fair value through profit or loss (53,149) (19,282)
8. CHARITABLE DONATIONS
For the year ended 31 March 2025, the Group has agreed to make a charitable
donation to The Syncona Foundation of 0.35% of the total NAV of the Group
calculated on a monthly basis (31 March 2024: 0.35%). The donation is made by
the General Partner.
During the year, charitable donations expense amounted to £4,002,355 (31
March 2024: £4,353,307) of which £4,002,355 (31 March 2024: £4,353,307)
remained payable as at 31 March 2025. Refer to note 13.
9. GENERAL EXPENSES
Notes 2025 2024
£'000 £'000
Share based payments provision 12 1,028 2,972
Investment management fees 16 13,708 16,645
Directors' remuneration 16 536 506
Auditor's remuneration 257 290
Other expenses 2,189 2,195
Total 17,718 22,608
Auditor's remuneration includes audit fees in relation to the Group of
£179,410 (31 March 2024: £168,650). Total audit fees paid by the Group and
the Syncona Group Companies for the year ended 31 March 2025 totalled
£359,480 (31 March 2024: £322,000). Additional fees paid to the auditor were
£52,820 (31 March 2024: £50,620) which relates to work performed at the
interim review of £41,820 (31 March 2024: £40,600) and other non-audit fees
of £11,000 (31 March 2024: £10,020) which relates to regulatory compliance
reporting for the Investment Manager and a subscription fee to the auditor's
accounting research tool.
Further details of the share based payments provision can be found in note 12.
10. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Notes 2025 2024
£'000 £'000
The Holding Company 10.a 789,084 922,680
The Partnership 10.b 265,869 319,018
Total 1,054,953 1,241,698
The Holding Company and the Partnership are the only two investments held
directly by the Group and as such the reconciliation of movement in
investments has been presented separately for each below.
10.A THE NET ASSETS OF THE HOLDING COMPANY
2025 2024
£'000 £'000
Cost of the Holding Company's investment at the start of the year 494,810 494,810
Purchases during the year - -
Cost of the Holding Company's investments at the end of the year 494,810 494,810
Net unrealised gains on investments at the end of the year 299,082 432,577
Fair value of the Holding Company's investments at the end of the year 793,892 927,387
Other net current liabilities (4,808) (4,707)
Financial assets at fair value through profit or loss at the end of the year 789,084 922,680
10.B THE NET ASSETS OF THE PARTNERSHIP
2025 2024
£'000 £'000
Cost of the Partnership's investments at the start of the year 378,647 597,753
Purchases during the year 253,992 542,413
Sales during the year (387,965) (755,229)
Return of capital (14,671) (6,290)
Cost of the Partnership's investments at the end of the year 230,003 378,647
Net unrealised gains on investments at the end of the year 18,935 39,072
Fair value of the Partnership's investments at the end of the year 248,938 417,719
Cash and cash equivalents 70,074 89,576
Other net current liabilities (53,143) (188,277)
Financial assets at fair value through profit or loss at the end of the year 265,869 319,018
11. TRADE AND OTHER RECEIVABLES
Notes 2025 2024
£'000 £'000
Due from related parties 16 4,742 4,720
Charitable donation receivable 16 4,002 4,353
Prepayments 65 65
Total 8,809 9,138
12. 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.
The total cost recognised within general expenses in the Consolidated
Statement of Comprehensive Income is shown below:
2025 2024
£'000 £'000
Charge related to revaluation of the liability for cash settled share awards 1,028 2,972
Total 1,028 2,972
Other movements in the provision relating to realisations and granting of
awards totalled £(117,125) (31 March 2024: £5,647,140). Amounts recognised
in the Consolidated Statement of Financial Position, representing the carrying
amount of liabilities arising from share based payments transactions are shown
below:
2025 2024
£'000 £'000
Share based payments provision - current 396 1,760
Share based payments provision - non-current 5,136 2,861
Total 5,532 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 the MES is established using an externally developed model
as set out in note 2. 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 year ended 31 March 2025 was £1,277,401
(31 March 2024: £757,576). This represents 6,082,864 new MES issued (31 March
2024: 6,859,411). An award was made on 14 July 2024 at 21p per MES.
The number of MES outstanding are shown below:
2025 2024
Outstanding at the start of the year 40,194,059 43,871,228
Issued 6,082,864 6,859,411
Realised (1,316,074) (6,700,688)
Lapsed (2,013,451) (3,835,892)
Outstanding at the end of the year 42,947,398 40,194,059
Weighted average remaining contractual life of outstanding MES, years 0.96 1.15
Vested MES as at the year end 33,213,081 30,085,530
Realisable MES as at the year end 8,994,985 8,997,656
13. ACCRUED EXPENSE AND PAYABLES
2025 2024
£'000 £'000
Charitable donations payable 16 4,002 4,353
Management fees accrued 1,079 2,222
Other payables 1,182 1,023
Total 6,263 7,598
14. SHARE CAPITAL
14.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 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 share
capital in accordance with The Companies (Guernsey) Law, 2008.
2025 2024
£'000 £'000
Authorised Share Capital
Balance at the start of the year 767,999 767,999
Balance at the end of the year 767,999 767,999
2025 2024
Shares Shares
Outstanding Ordinary Share Capital
Balance at the start of the year 655,335,586 669,329,324
Share based payment shares issued during the year 407,966 2,477,342
Treasury shares purchased by the Company (40,097,557) (16,471,080)
Balance at the end of the year 615,645,995 655,335,586
At 31 March 2025 a total of 56,568,637 (31 March 2024: 16,471,080) Ordinary
shares amounting to £63,286,356 (31 March 2024: £20,223,241) has been
entered into treasury resulting in the total Ordinary Shares available for
trade on an open market at 31 March 2025 being 615,645,995 (31 March 2024:
655,335,586).
The Company has issued one Deferred Share to The Syncona Foundation for £1.
14.B CAPITAL AND REVENUE RESERVES
Gains and losses recorded on the realisation of investments, realised exchange
differences, unrealised gains and losses recorded on the revaluation of
investments held as at the year end and unrealised exchange differences of a
capital nature are transferred to capital reserves. Income and expenses of a
revenue nature are transferred to revenue reserves.
14.C (LOSS)/EARNINGS PER SHARE
The calculations for the earnings per share attributable to the Ordinary
Shares of the Company excluding Ordinary Shares purchased by the Company and
held as treasury shares are based on the following data:
2025 2024
(Loss)/earnings for the purposes of earnings per share £(143,160,000) £3,788,000
Basic weighted average number of shares 616,204,349 656,371,037
Basic revenue earnings per share 7.04p 3.33p
Basic capital loss per share (29.52)p (2.76)p
Basic (loss)/earnings per share (22.48)p 0.57p
Diluted weighted average number of shares 636,796,662 666,854,451
Diluted revenue earnings per shares 7.04p 3.33p
Diluted capital loss per share (29.52)p (2.76)p
Diluted (loss)/earnings per share (22.48)p 0.57p
2025 2024
Issued share capital at the start of the year 655,335,586 669,329,324
Weighted effect of share issues and purchases
Share based payments 287,253 1,732,786
Potential share based payment share issues 558,354 1,035,451
Treasury shares (18,826,177) (4,207,658)
Diluted weighted average number of shares 637,355,016 667,889,903
14.D NAV PER SHARE
2025 2024
Net assets for the purposes of NAV per share £1,053,079,495 £1,238,878,132
Ordinary Shares available to trade 615,645,995 655,335,586
NAV per share 171.05p 189.04p
Diluted number of shares 616,204,349 656,371,037
Diluted NAV per share 170.90p 188.74p
As at 31 March 2025, if all MES were realised, the number of shares issued in
the Company as a result would increase by 558,354 (31 March 2024: 1,035,451).
The undiluted per share value of net assets attributable to holders of
Ordinary Shares would move from £1.71 to £1.71 (31 March 2024: £1.89 to
£1.89) if these shares were issued.
15. DISTRIBUTION TO SHAREHOLDERS
The Company may pay a dividend at the discretion of the Directors.
During the year ended 31 March 2025, the Company did not declare or pay a
dividend (31 March 2024: £Nil was paid in relation to the year ended 31 March
2023). The Directors believe that it is not appropriate for the Company to pay
a dividend.
The Company is not declaring a 2025 dividend.
16. 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.
During the year, the total amount invested in life science investments which
the Group controls was £121,432,267 (31 March 2024: £131,996,869).
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.
During the year, the total amount invested in life science investments in
which the Group has significant influence was £13,760,769 (31 March 2024:
£38,276,591).
Commitments of milestone payments to the life science investments are
disclosed in note 20.
During the year, SIML charged the life science investments a total of
£196,814 in relation to Directors' fees (31 March 2024: £268,012).
Investment Manager
SIML, an indirectly held subsidiary of the Company, is the Investment Manager
of the Group.
For the year ended 31 March 2025, SIML was entitled to receive reimbursement
of reasonably incurred expenses relating to its investment management
activities.
2025 2024
£'000 £'000
Amounts paid to SIML 13,708 16,645
Amounts owed to SIML in respect of management fees totalled £1,079,267 as at
31 March 2025 (31 March 2024: £2,222,128).
During the year, SIML received fees from the Group's portfolio companies of
£1,889,793 (31 March 2024: £1,290,464).
Company Directors
As at the year end, the Company had eight 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 years ended 31 March 2025 and 31 March 2024,
excluding expenses incurred, and outstanding Directors' remuneration as at the
end of the year, are set out below:
2025 2024
£'000 £'000
Directors' remuneration for the year 536 506
Payable at the end of the year - -
Shares held by the Directors can be found in the Report of the Remuneration
Committee. The Directors of Syncona Limited together hold 0.05% (31 March
2024: 0.04%) of the Syncona Limited voting shares.
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 amount donated to The Syncona
Foundation during the year ended 31 March 2025 was £4,356,122 (31 March
2024: £4,621,843). The charitable donation accrued for the year ended 31
March 2025 was £4,002,355 (31 March 2024 £4,353,307).
Other related parties
As at 31 March 2025, the Company has a receivable from the Partnership,
Holding Company and Syncona Portfolio Limited amounting to £10,352 (31 March
2024: £1,500), £4,720,843 (31 March 2024: £4,716,678) and £10,352 (31
March 2024: £1,500), respectively.
17. FINANCIAL INSTRUMENTS
In accordance with its investment objectives and policies, the Group holds
financial instruments which at any one time may comprise the following:
- securities and investments held in accordance with the investment
objectives and policies;
- cash and short-term receivables and payables arising directly from
operations; and
- derivative instruments including forward currency contracts.
The financial instruments held by the Group are comprised principally of the
investments in the Holding Company and the Partnership.
Details of the Group's significant accounting policies and methods adopted,
including the criteria for recognition, the basis of measurement and the basis
on which income and expenses are recognised, in respect of its financial
assets and liabilities are disclosed in note 2.
2025 2024
£'000 £'000
Financial assets at fair value through profit or loss
The Holding Company 789,084 922,680
The Partnership 265,869 319,018
Total financial assets at fair value through profit or loss 1,054,953 1,241,698
Financial assets measured at amortised cost
Cash and cash equivalents 1,113 261
Other financial assets 8,809 9,138
Total financial assets measured at amortised cost 9,922 9,399
Financial liabilities at fair value through profit or loss
Provision for share based payments (5,532) (4,621)
Total financial liabilities at fair value through profit or loss (5,532) (4,621)
Financial liabilities measured at amortised cost
Other financial liabilities (6,263) (7,598)
Total financial liabilities measured at amortised cost (6,263) (7,598)
Net financial assets 1,053,080 1,238,878
The financial instruments held by the Group's underlying investments are
comprised principally of life science investments, hedge, equity, credit,
long-term alternative investment funds, short-term UK and US treasury bills
and cash.
The table below analyses the carrying amounts of the financial assets and
liabilities held by the Holding Company by category as defined in IFRS 9 (see
note 2).
2025 2024
£'000 £'000
Financial assets at fair value through profit or loss
Investment in subsidiaries 793,892 927,387
Total financial assets at fair value through profit or loss 793,892 927,387
Financial assets measured at amortised cost((1))
Current assets 3 39
Financial liabilities measured at amortised cost((1))
Current liabilities (4,811) (4,746)
Net financial assets of the Holding Company 789,084 922,680
The table below analyses the carrying amounts of the financial assets and
liabilities held by the Partnership by category as defined in IFRS 9.
2025 2024
£'000 £'000
Financial assets at fair value through profit or loss
Listed investments 134,108 275,388
Unlisted investments 85,313 99,278
Investment in subsidiaries 29,517 43,053
Total financial assets at fair value through profit or loss 248,938 417,719
Financial assets measured at amortised cost((1))
Cash and cash equivalents 61,444 59,706
Current assets 9,235 32,347
Financial liabilities measured at amortised cost((1))
Current liabilities (53,748) (190,754)
Net financial assets of the Partnership 265,869 319,018
(1) Has a fair value which does not materially differ to amortised cost
Capital risk management
The Group's objectives when managing capital include the safeguarding of the
Group's ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital.
The Group does not have externally-imposed capital requirements.
The Group may incur indebtedness for the purpose of financing share
repurchases or redemptions, making investments (including as bridge finance
for investment obligations), satisfying working capital requirements or to
assist in payment of the charitable donation, up to a maximum of 20% of the
NAV at the point of obtaining debt. The Group may utilise gearing for
investment purposes if, at the time of incurrence, it considers it prudent and
desirable to do so in light of prevailing market conditions. There is no
limitation on indebtedness being incurred at the level of the underlying
investments.
18. FINANCIAL RISK MANAGEMENT AND ASSOCIATED RISKS
Financial risk management
The Group is exposed to a variety of financial risks as a result of its
activities. These risks include market risk (including market price risk,
foreign currency risk and interest rate risk), credit risk and liquidity risk.
These risks have existed throughout the year and the Group's policies for
managing them are summarised below.
The risks below do not reflect the risks of the underlying investment
portfolios of certain of the financial assets at fair value through profit or
loss. The Group has significant indirect exposure to a number of risks through
the underlying portfolios of the investment entities. There is no mechanism to
control these risks without considerably prejudicing return objectives.
Due to the lack of transparency in certain underlying assets, in particular
certain of those held by the Partnership, it is not possible to quantify or
hedge the impact of these risks on the portfolio as each investment entity may
have complex and changing risk dynamics that are not easily observable or
predictable. These risks will include interest, foreign exchange and other
market risks which are magnified by gearing in some, not many, cases,
resulting in increased liquidity and return risk.
Syncona Limited
Syncona Limited is exposed to financial risks through its investments in the
Holding Company and the Partnership. The risks and policies for managing them
are set out in the following sections.
The Holding Company
Market price risk
The Holding Company invests in early-stage life science companies that
typically have limited products in development, and any problems encountered
in development may have a damaging effect on that company's business and the
value of the investment.
This is mitigated by the employment of highly experienced personnel, the
performance of extensive due diligence prior to investment and ongoing
performance monitoring.
Foreign currency risk
Foreign currency risk represents the potential losses or gains on the life
science investments future income streams and the potential losses or gains on
investments made in United States Dollars (USD), Swiss Francs (CHF) and Euro
(EUR) by the Holding Company's underlying investments.
The following tables present the Holding Company's assets and liabilities in
their respective currencies, converted into the Group's functional currency.
CHF EUR USD GBP 2025
Total
£'000 £'000 £'000 £'000 £'000
Financial assets at fair value through profit or loss 35,569 25,121 260,520 472,682 793,892
Cash and cash equivalents - - - 3 3
Accrued expense and payables((1)) - - - (4,811) (4,811)
Total 35,569 25,121 260,520 467,874 789,084
CHF EUR USD GBP 2024
Total
£'000 £'000 £'000 £'000 £'000
Financial assets at fair value through profit or loss 35,713 25,646 323,624 542,404 927,387
Cash and cash equivalents - - - 39 39
Accrued expense and payables((1)) - - - (4,746) (4,746)
Total 35,713 25,646 323,624 537,697 922,680
(1) In which 98.13% (31 March 2024: 99.49%) is payable within the Group.
Foreign currency sensitivity analysis
The following table details the sensitivity of the Holding Company's NAV to a
10% change in the USD, CHF and EUR exchange rate against the GBP currency with
all other variables held constant. The sensitivity analysis percentage
represents the Investment Manager's assessment, based on the foreign exchange
rate movements over the relevant period and of a reasonably possible change in
foreign exchange rates.
2025 2025 2025 2024 2024 2024
CHF EUR USD CHF EUR USD
£'000 £'000 £'000 £'000 £'000 £'000
10% increase 3,557 2,512 26,052 3,572 2,565 32,362
10% decrease (3,557) (2,512) (26,052) (3,572) (2,565) (32,362)
Interest rate risk
Interest rate risk is negligible in the Holding Company as minimal cash and no
debt are held.
Liquidity risk
Liquidity risk is the risk that the financial commitments made by the Holding
Company are not able to be met as they fall due. The Holding Company holds
minimal cash and has no access to debt and instead relies on liquidity from
the Partnership. The liquidity risk associated with the Partnership is set out
in the Partnership section below.
The table below details the Holding Company's liquidity analysis for its
financial assets and liabilities.
<12 months >12 months 2025
Total
£'000 £'000 £'000
Financial assets at fair value through profit or loss - 793,892 793,892
Cash and cash equivalents 3 - 3
Accrued expense and payables (4,811) - (4,811)
Total (4,808) 793,892 789,084
Percentage (0.6)% 100.6% 100.0%
<12 months >12 months 2024
Total
£'000 £'000 £'000
Financial assets at fair value through profit or loss - 927,387 927,387
Cash and cash equivalents 39 - 39
Accrued expense and payables (4,746) - (4,746)
Total (4,707) 927,387 922,680
Percentage (0.5)% 100.5% 100.00%
The Partnership
Market price risk
The overall market price risk management of each of the fund holdings of the
Partnership is primarily driven by their respective investment objectives. The
Partnership's assets include investments in multi-asset funds and segregated
portfolios which are actively managed by appointed investment managers with
specific objectives to manage market risk. The Investment Manager assesses the
risk in the Partnership's fund portfolio by monitoring exposures, liquidity,
and concentrations of the underlying funds' investments, in the context of the
historic and current volatility of their asset classes, and the Investment
Manager's risk appetite. The maximum risk resulting from financial instruments
is generally determined by the fair value of underlying funds. The overall
market exposure as at 31 March 2025 and 31 March 2024 is shown in the
Consolidated Statement of Financial Position.
The financial instruments are sensitive to market price risk; any increase or
decrease in market price will have an equivalent effect on the market value of
the financial instruments.
Foreign currency risk
Foreign currency risk represents the potential losses or gains the Partnership
may suffer through holding foreign currency assets in the face of foreign
exchange movements. The Partnership's treatment of currency transactions is
set out in note 2 to the Consolidated Financial Statements under "Translation
of foreign currency" and "Forward currency contracts". Currency risk exists in
the underlying investments, the analysis of which is not feasible.
The investments of the Partnership are denominated in USD, EUR, and GBP. The
Partnership's functional and presentation currency is £; hence, the
Consolidated Statement of Financial Position may be significantly affected by
movements in the exchange rates between the foreign currencies previously
mentioned. The Investment Manager may manage exposure to EUR and USD movements
by using forward currency contracts to hedge exposure to investments in EUR
and USD-denominated share classes.
The following tables present the Partnership's assets and liabilities in their
respective currencies, converted into the Group's functional currency.
2025
USD EUR GBP Total
£'000 £'000 £'000 £'000
Financial assets at fair value through profit or loss 56,466 9,232 183,240 248,938
Cash and cash equivalents 24,150 2 45,922 70,074
Trade and other receivables 533 - 72 605
Accrued expense and payables((1)) (49,694) - (52) (49,746)
Distributions payable - - (4,002) (4,002)
Total 31,455 9,234 225,180 265,869
2024
USD EUR GBP Total
£'000 £'000 £'000 £'000
Financial assets at fair value through profit or loss 61,407 12,130 344,182 417,719
Cash and cash equivalents 23,522 15 66,039 89,576
Trade and other receivables 614 1,861 2 2,477
Accrued expense and payables((1)) (170,696) - (15,705) (186,401)
Distributions payable - - (4,353) (4,353)
Total (85,153) 14,006 390,165 319,018
(1) In which 99.90% (31 March 2024: 91.58%) is payable within the Group.
Foreign currency sensitivity analysis
The following table details the sensitivity of the Partnership's NAV to a 10%
(31 March 2024: 10%) change in the GBP exchange rate against the USD and EUR
with all other variables held constant. The sensitivity analysis percentage
represents the Investment Manager's assessment, based on the foreign exchange
rate movements over the relevant period and of a reasonably possible change in
foreign exchange rates.
2025 2025 2024 2024
USD EUR USD EUR
£'000 £'000 £'000 £'000
10% increase (3,146) (923) (8,515) (1,401)
10% decrease 3,146 923 8,515 1,401
Interest rate risk
Interest receivable on bank deposits or payable on bank overdrafts is affected
by fluctuations in interest rates, however the effect is not expected to be
material. All cash balances receive interest at variable rates. Interest rate
risk may exist in the Partnership's underlying investments, the analysis of
which is impractical due to the lack of visibility over the underlying
information required to perform this analysis within the Partnership's
investments.
Credit risk
Credit risk in relation to listed securities transactions awaiting settlement
is managed through the rules and procedures of the relevant stock exchanges.
In particular, settlements for transactions in listed securities are affected
by the credit risk of the Citco Custody (UK) Limited (the "Custodian") which
acts as the custodian of the Partnership's assets, on a delivery against
payment or receipt against payment basis. Transactions in unlisted securities
are affected against binding subscription agreements. Credit risk may exist in
the Partnership's underlying fund investments, the analysis of which is
impractical due to the lack of visibility over the underlying information
required to perform this analysis within the Partnership's investments.
The Partnership invests in short-term UK and US treasury bills and considers
the associated credit risk to be negligible. The Partnership's financial
assets are 17.4% (31 March 2024: 34.3%) short-term treasury bills.
The principal credit risks for the Partnership are in relation to deposits
with banks. The securities held by the Custodian are held in trust and are
registered in the name of the Partnership. Citco is "non-rated", however, the
Investment Manager takes comfort over the credit risk of Citco as they have
proven to rank amongst the "Best in class" and "Top rated" in the recognised
industry survey carrying a global presence and over 40 years of experience in
the provision of custodian and other services to their clients and the hedge
fund industry. The credit risk associated with debtors is limited to trade and
other receivables.
The Group's cash and cash equivalents are held with major financial
institutions; the two largest ones hold 77% and 14% respectively (31 March
2024: 67% and 32% respectively).
Liquidity risk
The Partnership is exposed to the possibility that it may be unable to
liquidate certain of its assets as it otherwise deems advisable as the
Partnership's underlying funds or their managers may require minimum holding
periods and restrictions on redemptions. Further, there may be suspension or
delays in payment of redemption proceeds by underlying funds or holdbacks of
redemption proceeds otherwise payable to the Partnership until after the
applicable underlying fund's financial records have been audited. Therefore,
the Partnership may hold receivables that may not be received by the
Partnership for a significant period of time, may not accrue any interest and
ultimately may not be paid to the Partnership. As at 31 March 2025, no (31
March 2024: Nil) suspension from redemptions existed in any of the
Partnership's underlying investments.
The Partnership invests in short-term UK and US treasury bills, daily traded
money market funds and daily traded credit funds and considers the associated
liquidity risk to be negligible. The Partnership's financial assets are 17.4%
(31 March 2024: 34.3%) short-term UK and US treasury bills, 24.6% (31 March
2024: 23.6%) daily traded credit funds and 19.3% (31 March 2024: 12.6%) daily
traded Money Market Funds.
The table below details the Partnership's liquidity analysis for its financial
assets and liabilities. The table has been drawn up based on the undiscounted
net cash flows on the financial assets and liabilities that settle on a net
basis and the undiscounted gross cash flows on those financial assets and
liabilities that require gross settlement.
Within 1 >1 to 3 >3 to 12 >12 months 2025((1))
month months months Total
£'000 £'000 £'000 £'000 £'000
Financial assets at fair value through profit or loss 152,396 55,652 2,141 38,749 248,938
Cash and cash equivalents 70,074 - - - 70,074
Trade and other receivables 605 - - - 605
Accrued expense and payables (49,746) - - - (49,746)
Distributions payable - (4,002) - - (4,002)
Total 173,329 51,650 2,141 38,749 265,869
Percentage 65.2% 19.4% 0.8% 14.6% 100.0%
Within 1 >1 to 3 >3 to 12 >12 months 2024((1))
month months months Total
£'000 £'000 £'000 £'000 £'000
Financial assets at fair value through profit or loss 232,186 113,702 2,368 69,463 417,719
Cash and cash equivalents 89,576 - - - 89,576
Trade and other receivables 2,477 - - - 2,477
Accrued expense and payables (186,401) - - - (186,401)
Distributions payable - (4,353) - - (4,353)
Total 137,838 109,349 2,368 69,463 319,018
Percentage 43.2% 34.3% 0.7% 21.8% 100.0%
(1) The liquidity tables within this note reflect the anticipated cash
flows assuming notice was given to all underlying investments as at 31 March
2025 and 31 March 2024 and that all UK and US treasury bills are held to
maturity. They include a provision for "audit hold back" which most hedge
funds can apply to full redemptions and any other known restrictions the
managers of the underlying funds may have placed on redemptions. Where there
is currently no firm indication from the underlying manager on the expected
timing of the receipt of redemption proceeds, the relevant amount is included
in the ">12 months" category. The liquidity tables are therefore
conservative estimates.
19. 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 by level within the
valuation hierarchy as at 31 March 2025 and 31 March 2024:
2025
Level 1 Level 2 Level 3 Total
Assets £'000 £'000 £'000 £'000
Financial assets at fair value through profit or loss:
The Holding Company - - 789,084 789,084
The Partnership - - 265,869 265,869
Total assets - - 1,054,953 1,054,953
2024
Level 1 Level 2 Level 3 Total
Assets £'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 assets - - 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 adjusted NAV of the subsidiaries as
a proxy for fair value, as detailed in note 2. The subsidiaries hold some
investments valued using techniques with significant unobservable inputs as
outlined in the sections that follow.
The underlying assets of the Holding Company and the Partnership are shown
below.
The following table presents the Holding Company's financial assets and
liabilities by level within the valuation hierarchy as at 31 March 2025 and 31
March 2024:
Asset type Level 31 March 2025 31 March 2024 Valuation technique Significant unobservable inputs Impact on
£'000 £'000 valuation
£'000
Listed investment 1 34,584 180,448 Publicly available share n/a n/a
bid price as at
statement of financial
position date
SIML 3 6,400 5,831 Net Assets of SIML Carrying value of assets and +/- 320
liabilities determined in accordance
with generally accepted accounting
principles, without adjustment. A
sensitivity of 5% (31 March 2024: 5%) of the NAV of SIML
is applied.
Milestone payments 3 6,769 2,248 Discounted cash flow The main unobservable inputs PoS:
consist of the assigned probability of
+/- 84
milestone success and the discount
Discount
rate: +/- 39
rate used.
A sensitivity of 5ppts (31 March 2024: 5ppts) of the respective inputs is
applied.
Deferred consideration 3 15,422 14,362 Discounted cash flow The main unobservable inputs PoS:
consist of the assigned probability of +/- 1,328
milestone success and the discount Discount
rate used. rate:
A sensitivity of 5ppts (31 March 2024: 5ppts) of the respective inputs is +/- 4,308
applied.
Calibrated price of 3 681,326 555,174 Calibrated PRI The main unobservable input is the +/- 68,133
quantification of the progress
recent investment
investments make against internal
financing and/or corporate
(PRI)((1))
milestones where appropriate. A
reasonable shift in the fair value of
the investment would be +/-10% (31 March 2024: +/-12%).
Cash((2)) n/a 17 80 Amortised cost ((4)) n/a n/a
Other net assets((3)) n/a 44,566 164,537 Amortised cost ((4)) n/a n/a
Total net financial 789,084 922,680
assets held at fair
value through profit or
loss ((5))
(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 £49,700,000 (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 year
presentation. This presentation has no impact on the net asset value of the
Holding Company, or the Group, nor on the loss for the year.
The following table presents the movements in Level 3 investments of the
Holding Company for the year ended 31 March 2025 and 31 March 2024:
Life Milestone SIML 2025 2024
science payments Total Total
investments and deferred
consideration
£'000 £'000 £'000 £'000 £'000
Opening balance 555,174 16,610 5,831 577,615 504,058
Purchases during the year 303,702 1,983 - 305,685 171,256
Sales during the year (189,502) - - (189,502) (1,030)
Movement from Level 1 to 10,980 - - 10,980 12,934
Level 3
Unrealised gains/(losses) on financial assets at fair value through profit or 972 3,598 569 5,139 (109,603)
loss
Closing balance 681,326 22,191 6,400 709,917 577,615
The net unrealised gain for the year included in the Consolidated Statement of
Comprehensive Income in respect of Level 3 investments in the Holding Company
held as at the year end amounted to £5,139,000 (31 March 2024: £109,603,000
(net unrealised loss)).
During the year, there was one movement from Level 1 to Level 3 relating to
the delisting of Achilles Therapeutics Limited from an active market. (31
March 2024: one, relating to the delisting of Spur Therapeutics Limited from
an active market). There were no other movements between levels during the
period (31 March 2024: £Nil).
The following table presents the Partnership's financial assets and
liabilities by level within the valuation hierarchy as at 31 March 2025 and 31
March 2024:
Asset type Level 31 March 2025 31 March 2024 Valuation technique Significant unobservable inputs Impact on
£'000 £'000 valuation
£'000
UK and US treasury bills 1 55,651 163,373 Publicly available price as at n/a n/a
statement of financial
position date
Capital pool 2 78,457 112,015 Valuation produced n/a n/a
by fund administrator.
investment fund -
Inputs into fund
components are from
Credit funds
observable inputs
Capital pool 3 73,940 70,500 Valuation produced The main unobservable input +/- 3,697
by fund administrator
investment fund -
include the assessment of the performance of the underlying assets by the fund
administrator.
Multi asset funds
A fair reasonable shift in the
fair value of the instruments would be +/-5% (31 March 2024: +/-5%)
Legacy funds - 3 11,373 28,778 Valuation produced The main unobservable input +/- 2,161
long-term unlisted
by fund administrator
include the assessment of the
investments
performance of the underlying
fund by the fund administrator.
A reasonable possible shift in the
fair value of the instruments
would be +/-19% (31 March 2024: +/-10%).
CRT Pioneer Fund 3 27,294 33,874 Valuation produced by Unobservable inputs include the +/- 6,824
fund administrator and
fund manager's assessment of
adjusted by Management
the performance of the underlying
investments and adjustments
made to this assessment to
generate the deemed fair value.
A reasonable possible shift in
the fair value of the instruments
would be +/-25% (31 March 2024: +/-32%).
Cash((1)) n/a 10,871 38,957 Amortised cost ((4)) n/a n/a
Cash equivalents - money market funds((2)) n/a 61,444 59,706 Amortised cost equivalent to publicly available price as at statement of n/a n/a
financial position date
Other net liabilities((3)) n/a (53,161) (188,184) Amortised cost ((4)) n/a n/a
Total net financial assets held at fair value through profit or 265,869 319,018
loss
(1) Cash and other net liabilities held within the Partnership are
primarily measured at amortised cost which is equivalent to their fair value.
(2) Money Market Funds are deemed as cash equivalents and valued at
amortised cost, being equivalent to their fair value.
(3) Other net liabilities primarily consists of a payable due to Syncona
Portfolio Limited totalling £49,700,000 (31 March 2024: £170,700,000).
(4) Amortised cost is considered equivalent to fair value.
During the year ended 31 March 2025, there were no movements from Level 1 to
Level 2 (31 March 2024: £Nil) or between other levels in the fair value
hierarchy.
Assets classified as Level 2 investments are primarily 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. Other
assets within the Level 2 investments are daily traded credit funds priced
using the latest market price equivalent to their NAV. Such investments have
been classified as Level 2 because their value is based on observable inputs.
The Group's liquidity analysis is detailed in note 18.
Assets classified as Level 3 long-term unlisted investments are underlying
funds 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 year ended 31 March 2025:
Investment in Capital pool 2025 2024
subsidiary investment Total Total
£'000 £'000 £'000 £'000
Opening balance 43,054 99,277 142,331 174,808
Purchases during the year - - - 729
Sales during the year (10,319) - (10,319) (37,000)
Return of capital 1,819 (14,671) (12,852) (6,290)
Unrealised (losses)/gains on financial assets at fair value (5,037) 707 (4,330) 10,084
Closing balance 29,517 85,313 114,830 142,331
The net unrealised loss for the year included in the Statement of
Comprehensive Income in respect of Level 3 investments of the Partnership
held as at the year end amounted to £4,330,000 (31 March 2024: £10,084,000
(unrealised gain)).
20. COMMITMENTS AND CONTINGENCIES
The Group had the following commitments as at 31 March 2025:
2025 2024
Uncalled Uncalled
commitment commitment
£'000 £'000
Life science portfolio
Milestone payments to life science companies((1)) 79,281 92,585
CRT Pioneer Fund 1,448 1,561
Capital pool investments 1,007 1,018
Total 81,736 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 31 March 2025 (March 2024: Nil).
The commitments are expected to fall due in the next 36 months.
21. SUBSEQUENT EVENTS
As of 31 March 2025, 350,000 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 April 2025 once the transactions
settled.
As of 18 June 2025, a further 7,787,759 shares have been purchased through the
buyback programme and held in treasury.
As at 17 June 2025, the valuation of the quoted life science investments had
increased by £9.1 million.
These Consolidated Financial Statements were approved for issuance by the
Directors on 18 June 2025. Subsequent events have been evaluated until 18 June
2025.
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.
Biologic A substance that is made from a living organism or its products and is used in
the prevention, diagnosis, or treatment of disease.
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.
Efficacy The ability of therapy to produce the desired effect within a specific
clinical trial setting.
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.
End-stage liver disease A severe form of liver failure, where a lack of effective therapeutic options
means that patients often require liver transplantation and often die as a
consequence of the disease.
FDA The US Food and Drug Administration, a federal agency within the Department of
Health and Human Services responsible for protecting public health in the US.
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.
Investment Objective and Policy The financial objectives that Syncona wants to achieve through its
investments, alongside the strategy and rules for achieving them.
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 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 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
or NAV equivalents held - minus any liabilities.
NAV Growth Framework A tool to provide shareholders with more clarity on which milestones and what
stage of the development cycle companies will be able to access capital and
drive significant NAV growth.
NAV per share See "Alternative Performance Measures".
NAV total return See "Alternative Performance Measures".
New Fund A potential new independent investment vehicle.
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 The ordinary shares of no par value in the Company.
Ordinary Shares available Ordinary Shares, with voting rights attached, that are freely tradable on the
open market.
to trade
Parkinson's disease A progressive neurodegenerative disorder that affects the brain, specifically
impacting nerve cells that produce dopamine.
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.
Share Buyback A mechanism for a company to purchase its own shares from existing
shareholders, often to return cash and reduce the number of shares
outstanding.
SIML Syncona Investment Management Limited.
SLE Systemic lupus erythematosus - a long-term autoimmune condition that causes
joint pain, skin rashes and tiredness.
Small molecule An organic compound with low molecular weight, often designed to interact with
specific biological targets for therapeutic effect.
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.
SIML 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.
Third-party Financing Capital raised by the portfolio from external investors.
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.
XBI The S&P Biotech Select Industry Index, which is an equal-weighted index
containing stocks of US companies in the biotechnology industry. Often used as
an indicator of sector performance.
XLRP X-linked retinitis pigmentosa - a severe, aggressive, inherited retinal
disease.
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 year 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.
CAPITAL DEPLOYED
Gross capital invested in life science companies in the year. With reference
to the life science portfolio valuation table this is calculated as follows:
2025 2024
ANet investment in the period £113.2m £168.5m
adjusted for:
BProceeds from sales £20.7m £1.4m
CCRT Pioneer Fund distributions £1.3m £2.4m
Total Capital deployed (A+B+C) £135.2m £172.2m
CAPITAL POOL
See Glossary for the definition.
2025 2024
ACash £81.6m £104.8m
BOther assets and liabilities £(13.4)m £(26.7)m
CNet Cash (A+B) £68.2m £78.1m
DUK and US Treasury Bills £55.7m £163.4m
ECredit investment funds £78.5m £112.0m
FMulti-asset funds £73.9m £70.5m
GLegacy funds £11.4m £28.8m
Total Capital Pool (C+D+E+F+G) £287.7m £452.8m
CAPITAL POOL
See Glossary for the definition.
2025 2024
A Cash £81.6m £104.8m
B Other assets and liabilities £(13.4)m £(26.7)m
C Net Cash (A+B) £68.2m £78.1m
D UK and US Treasury Bills £55.7m £163.4m
E Credit investment funds £78.5m £112.0m
F Multi-asset funds £73.9m £70.5m
G Legacy funds £11.4m £28.8m
Total Capital Pool (C+D+E+F+G) £287.7m £452.8m
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 2025 is 3.0 per cent; (2024: 3.4 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).
2025 2024
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
AOpening Gross Capital Pool £473.7m £655.1m
Life science net investments and ongoing costs £(191.7)m £(203.8)m
BValuation movement £12.7m £22.4m
Closing Gross Capital Pool £294.7m £473.7m
Capital Pool return (B/A) 2.7% 3.4%
2025 2024
Closing Gross Capital Pool £294.7m £473.7m
Add back SIML cash £6.4m £5.8m
Less net liabilities not included in Gross Capital Pool £(13.4)m £(26.7)m
Total Capital Pool £287.7m £452.8m
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 2025 is (12.9) per cent; (2024: 2.2
per cent). This is calculated as follows:
2025 2024
AOpening life science portfolio £786.1m £604.6m
Net investment in the period £113.2m £168.5m
BValuation movement £(133.9)m £13.0m
Closing life science portfolio £765.4m £786.1m
Life science portfolio return (B/A) (17.0)% 2.2%
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 2025 is (12.9) per cent; (2024: 2.2
per cent). This is calculated as follows:
2025 2024
A Opening life science portfolio £786.1m £604.6m
Net investment in the period £113.2m £168.5m
B Valuation movement £(133.9)m £13.0m
Closing life science portfolio £765.4m £786.1m
Life science portfolio return (B/A) (17.0)% 2.2%
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:
2025 2024
ANAV for the purposes of NAV per share £1,053,079,495 £1,238,878,132
BOrdinary shares available to trade (note 14) 615,645,995 655,335,586
CDilutive shares 558,354 1,035,451
DFully diluted number of shares (B+C) 616,204,349 656,371,037
NAV per share (A/D) 170.9p 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 year, plus any dividends paid to shareholders in the
year. This is calculated as follows:
2025 2024
AOpening NAV per fully diluted share (note 14): 188.7p 186.5p
BClosing NAV per fully diluted share (note 14): 170.9p 188.7p
CMovement (B-A) (17.8)p 2.2p
DDividend paid in the year (note 15): 0.0p 0.0p
ETotal movement (B+C-A) (17.8)p 2.2p
NAV Total Return (E/A) (9.5)% 1.2%
All alternative performance measures are calculated using non-rounded figures.
ONGOING CHARGES RATIO
The ongoing charges ratio for 2025 is 1.62 per cent (2024: 1.93 per cent). Any
small differences in calculation may be due to rounding of inputs. This is
calculated as follows:
2025 2024
Management fee £13.7m £16.6m
Directors' remuneration £0.6m £0.5m
Auditor's remuneration £0.4m £0.3m
Other ongoing expenses £2.9m £3.6m
Share based payment expense £1.0m £3.0m
A. Total ongoing expenses £18.6m £24.0m
B. Average NAV £1,146.0m £1,244.4m
Ongoing charges ratio (A/B) 1.62% 1.93%
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 year, plus any dividends paid to shareholders in the
year. This is calculated as follows:
2025 2024
A Opening NAV per fully diluted share (note 14): 188.7p 186.5p
B Closing NAV per fully diluted share (note 14): 170.9p 188.7p
C Movement (B-A) (17.8)p 2.2p
D Dividend paid in the year (note 15): 0.0p 0.0p
E Total movement (B+C-A) (17.8)p 2.2p
NAV Total Return (E/A) (9.5)% 1.2%
All alternative performance measures are calculated using non-rounded figures.
ONGOING CHARGES RATIO
The ongoing charges ratio for 2025 is 1.62 per cent (2024: 1.93 per cent). Any
small differences in calculation may be due to rounding of inputs. This is
calculated as follows:
2025 2024
Management fee £13.7m £16.6m
Directors' remuneration £0.6m £0.5m
Auditor's remuneration £0.4m £0.3m
Other ongoing expenses £2.9m £3.6m
Share based payment expense £1.0m £3.0m
A. Total ongoing expenses £18.6m £24.0m
B. Average NAV £1,146.0m £1,244.4m
Ongoing charges ratio (A/B) 1.62% 1.93%
1 (#_ftnref1) Fully diluted, please refer to note 14 in the financial
statements. Alternative performance measure, please refer to glossary
2 (#_ftnref2) Alternative performance measure, please refer to glossary
3 (#_ftnref3) Biomodal (formerly Cambridge Epigenetix) is a Syncona
investment which is held outside of the strategic portfolio
4 (#_ftnref4) Since the period end, as of 13 June 2025, a further
£6.5 million of shares have been bought back at an average discount of 49.8%
5 (#_ftnref5) Portfolio of core life science companies where Syncona has
significant shareholdings. Please refer to glossary
6 (#_ftnref6) Portfolio valuations reflect Syncona's total interest in a
company or investment
7 (#_ftnref7) Primary input to fair value of equity holding
8 (#_ftnref8) 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 the Valuation Policy
9 (#_ftnref9) 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 the Valuation Policy
10 (#_ftnref10) Percentage holding reflects Syncona's ownership stake at the
point full current commitments are invested
11 (#_ftnref11) As at 13 June 2025
12 (#_ftnref12) As at 13 June 2025
13 (#_ftnref13) As at 13 June 2025
14 (#_ftnref14) Gross capital excludes other assets/liabilities and cash
held within the Investment Manager, SIML
15 (#_ftnref15) Using NAV at 31 March 2025
16 (#_ftnref16) Refer to glossary for definitions of capital access
milestones and key value inflection points
17 (#_ftnref17) Established biomarker of response in Gaucher disease
patients
18 (#_ftnref18) Total additional commitment from Syncona of £9.0 million;
£5.7 million net of reduction in commitments from another syndicate member
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