Final Results
Finsbury Emerging Biotechnology Tst
10 June 2005
NEWS RELEASE
10 June 2005
Preliminary results for the year ended 31 March 2005
Finsbury Emerging Biotechnology Trust PLC today announces preliminary results
for the year ended 31 March 2005
(Unaudited) (Audited)
31 March 2005 31 March 2004 % change
Shareholders' Funds (£'000) 30,538 33,617 (9.1)
Net Asset Value per share 101.5p 111.7p (9.1)
Share Price 91.3p 92.0p (0.8)
Discount 10.0% 17.6% -
NASDAQ Biotechnology Index
(sterling adjusted) 344.3 423.4 (18.7)
Lehman's UK and European
Biotechnology Index (€) 175.8 170.5 3.1
FTSE All Share Index (total return) 2,704.5 2,340.2 15.6
For and on behalf of Close Finsbury Asset Management Limited - Company Secretary
10 June 2005
- ENDS -
The following are attached:
• Chairman's Statement
• Consolidated Statement of Total Return
• Balance Sheets of the Group and the Company
• Consolidated Cash Flow Statement
• Notes to the Financial Statements
For further information please contact:
Alastair Smith, Close Finsbury Asset Management Limited 020 7426 6240
Tracey Lago, Close Finsbury Asset Management Limited 020 7426 6219
Jo Stonier, Quill Communications 020 7763 6970
Chairman's Statement
Performance
During the year ended 31 March 2005 the Company's net asset value (NAV) per
share declined from 111.7p to 101.5p, a fall of 9.1%. This compares with an
increase in the FTSE All Share Index (total return) of 15.6% and an increase in
the Lehman's UK and European Biotechnology Index of 3.1%. The Company's share
price over the year decreased by 0.8% to 91.3p per share and the discount to NAV
narrowed from 17.6% to 10.0%.
Since the year end to 8 June 2005 (the latest practicable date) the NAV per
share had decreased by 3.7% from 101.5p to 97.7p, and the mid market share price
had increased by 1.3% over the same period from 91.3p to 92.5p, reflecting the
loss in NAV and a narrowing in the share price discount from 10.0% to 5.3%. This
compares to an increase in the FTSE All Share Index (total return) of 2.7% and a
decrease in the Lehman's UK and European Biotechnology Index of 0.2%.
Results and Dividend
The total deficit for the year ended 31 March 2005 was 10.2p per share (2004:
return of 46.6p). This was made up of a revenue deficit of 1.4p per share (2004:
1.5p) and a capital deficit of 8.8p per share (2004: return of 48.1p). No
dividend is recommended in respect of the year ended 31 March 2005 (2004: nil).
Recent Changes to your Company
Various changes have recently been made to the Company. The changes were
proposed in order to widen the geographic exposure and to change the nature of
the companies in which the Company invests. In order to manage the Company's
investment portfolio under the broadened investment remit, the Board proposed to
appoint OrbiMed Capital, LLC ("OrbiMed") as Investment Adviser in place of
Reabourne and Merlin; additionally the Company implemented an active discount
management policy.
I am pleased to confirm that all proposals put to the EGM held on 19 May 2005 to
effect the proposed changes were approved and all changes came into effect on 19
May 2005.
Investment Objective and Policy
The Board believes that by widening the geographic universe in which the Company
could invest Shareholders will benefit from increased investment opportunities
in the biotechnology sector. At the time of launch it was believed that the
relative importance of Europe in the global biotechnology market would increase,
but this has not occurred: the US remains dominant, and biotechnology in the Far
East is growing also. The Board therefore believes that a continuing focus on
Europe alone would offer less attractive prospects to investors than a worldwide
remit. By way of comparison, the European biotechnology industry was estimated
to have a market capitalisation of approximately US$32 billion, whereas the
North American industry was in excess of US$250 billion and the Far East
approximately US$15 billion.
As well as widening the geographic mandate, the Board proposed that the
Company's investment focus should be on emerging biotechnology companies, though
typically not on those at an early stage of development. The emerging
biotechnology companies that the Company would invest in were likely to be
companies with a market capitalisation of less than US$3 billion that had
undergone an IPO but were, as yet, unprofitable. They would typically be focused
on drug research and development, with their valuations driven by pipeline
developments, clinical trial results and partnerships. This would not only widen
the range of investments open to the Company but would also allow the portfolio
to be diversified in a way that was not previously possible. The Company would
seek to invest in those companies at discounted valuations as a result of their
lack of profitability but benefit from a significant re-rating as a result of
them achieving sustained profitability.
Emerging biotechnology companies frequently benefit from increased investor
exposure as a result of greater analyst research coverage and from a broader
institutional investment base. Companies at
Chairman's Statement (continued)
this stage are likely to have sufficient financial resources and a more
developed product than earlier
stage companies, such that the risk of failure as a result of vulnerability to
clinical development risk is reduced. The Company may often seek to exit its
investment when the general investor community starts to value the newly
profitable biotechnology company in excess of its anticipated future growth.
Such companies also benefit from their products typically being at an earlier
stage in their life cycle and therefore do not suffer as much threat of generic
product entry as more mature products.
The Board, therefore, sought Shareholder approval for a revised investment
objective as follows:
"The Company will seek capital appreciation through investment in the worldwide
biotechnology industry principally by investing in emerging biotechnology
companies."
There would be no change in the Company's policy of investing no more than 15
per cent. of its gross assets in other listed investment companies (including
listed investment trusts) nor will there be more than 15 per cent. of the
investments of the Company invested in the securities of any one company or
group.
Investment Adviser
As a result of the change to the investment objective, a review of the
investment management arrangements was conducted in order to ensure that the
Company benefited from the investment skills of a leading investment adviser
with a proven track record of investing in the biotechnology and healthcare
sector on a global basis. Accordingly, after having received presentations from
a number of managers with expertise in this sector, the Board selected OrbiMed
to replace the Company's existing two investment advisers. Close Finsbury Asset
Management Limited ("CFAM") remains as the manager.
OrbiMed is a leading independent speciality investment manager in this sector.
It focuses exclusively on the biotechnology and healthcare sector and, as at 31
December 2004, had over US$5 billion in assets under management. Its investment
expertise ranges across the entire enterprise life cycle from early, seed-stage
investments through to very large listed pharmaceutical companies. Based in New
York, OrbiMed is well placed to capitalise on the significant weighting of US
biotechnology companies within the Company's proposed mandate. OrbiMed's
investment advisory business was founded in 1989 by Sam Isaly and has grown to
become a stable organisation with 19 investment professionals, most with
postgraduate qualifications and significant investment experience. The OrbiMed
team combines extensive scientific, medical, finance and operational expertise
and has in aggregate over 200 years of investment experience.
OrbiMed and CFAM are also the investment adviser and manager, respectively, to
Finsbury Worldwide Pharmaceutical Trust PLC ("FWPT"). FWPT, which as at 31 March
2005 had gross assets of £253 million, invests worldwide in pharmaceutical and
biotechnology companies but with the principal focus on large capitalisation
global pharmaceutical companies, rather than that which is proposed for the
Company. The Board believes that the proposed investment objective for the
Company will be differentiated from, and complementary to, that of FWPT.
Following Shareholder approval of the change of investment objective, the
existing investment management agreement and investment advisory agreement were
terminated. A new management agreement was entered into with CFAM and a new
investment advisory agreement was entered into with CFAM and OrbiMed to take
effect from the termination of the existing investment management and investment
advisory agreements. Under the new investment management and investment advisory
agreements the annual investment management and advisory fee was reduced from
the current 1.25 per cent. per annum on gross assets, excluding the Merlin Fund
L.P., to 1 per cent. per annum of net assets. The performance fee was also
reduced from 20 per cent. to 16.5 per cent. of the
out-performance of the investment portfolio over the benchmark index (proposed
to be the NASDAQ Biotechnology Index).
Chairman's Statement (continued)
The performance fee will be calculated quarterly by comparing the cumulative
performance of the investment portfolio with the cumulative performance of the
benchmark index since the Reference Date. The fee will be payable based on the
lower of the cumulative out-performance of the portfolio over the benchmark as
at quarter end and the cumulative out-performance of the portfolio over the
benchmark as at the corresponding quarter end date in the previous year. The
effect of this is to ensure that the out-performance is sustained over the
period of a year in order for a fee to become payable. In addition for a fee to
become payable the lower of the cumulative fee amount as at the quarter end and
that as at the corresponding quarter end in the previous year needs to be
greater than the cumulative fees paid to date.
The annual management fee will be split 0.65 percentage points to OrbiMed and
0.35 percentage points to CFAM. Of the 16.5 per cent. performance fee, 15
percentage points will be payable to OrbiMed and 1.5 percentage points to CFAM.
The previous management and investment advisory agreements were terminable on 12
months' notice, notice; was given earlier this year, and payments were required
to be made to the investment advisers based on the shortfall in the notice
period actually given. The payments made amounted to £202,352 (excluding VAT) in
aggregate. No termination fee was payable to the investment manager, CFAM, which
made an allowance against its future management fees of £20,000 towards the
costs of the proposals. Provision was made for these costs in the calculation of
the Company's NAV.
Change of Name
Further to the approval of the change of investment objective and policy, the
Board believed it was appropriate to change the Company's name to one that
better reflected the changed investment remit. The Board therefore proposed that
the Company's name be changed to 'Finsbury Emerging Biotechnology Trust PLC'.
The change of name was approved and became effective on 19 May 2005.
Discount Management Policy and Buyback Authority
The Board is confident that, with the changed investment objective and the new
investment adviser, the Company should be capable of outperforming the NASDAQ
Biotechnology Index. The Board also believes that the proposed investment
objective will prove attractive to new investors and provide the prospect of a
sustained improvement in the rating of the Company's Shares. In order to support
an improved rating in the Company's Shares, the Board intends to apply an active
discount management policy, buying back Shares if the market price is at a
discount greater than 6 per cent. to NAV. However, the making and timing of any
Share buyback will be at the absolute discretion of the Board.
In order to have full flexibility in operating the active discount management
policy referred to above, the Board took the opportunity at the EGM on 19 May to
renew the ability to buyback up to 14.99 per cent. of the issued share capital
of the Company at a minimum price of 25 pence per share and a maximum price of
an amount equal to 105 per cent. of the mid market price as defined in the
Resolution, by seeking fresh Shareholder approval at the EGM. In order to keep
this authority refreshed, a resolution will be put to the Annual General Meeting
to seek Shareholder approval to renew this authority. Since the year end a total
of 2,610,000 shares have been bought back for cancellation.
Continuation Vote and Amendment of the Articles of Association
In accordance with the package of proposals approved at the AGM in 2003 the
Board was obliged to propose a continuation vote at the AGM later this year and
under the Articles of Association the Board is obliged to propose a continuation
vote at the Company's AGM in 2007. However, in order to provide OrbiMed with
sufficient opportunity to implement the Company's new investment objective,
Chairman's Statement (continued)
the Board proposed to remove the requirement to hold a continuation vote this
year and to amend the Articles of Association in order that the next
continuation vote would be proposed at the AGM in 2010 and every five years
thereafter. The proposal was also approved.
Outlook
Biotechnology valuations were weak in the first half of 2005 due in part to the
withdrawal from the market of a prominent multiple sclerosis drug in late
February. This unexpected event, coming so soon after Merck's highly-publicized
withdrawal of its painkiller Vioxx, led investors to question whether the FDA
might become more hesitant about approving new drugs. In recent weeks, we
believe this cautious sentiment on the sector has lifted, driven by several
positive clinical trial announcements in cancer, anticipation of a US
government-sponsored prescription drug benefit in 2006, and the impending
confirmation of a new FDA commissioner. Fundamental growth among the major
biotechnology companies remains strong, and emerging biotechnology companies
continue to develop a number of innovative drug candidates. We believe
biotechnology share prices will continue their rebound into the second half of
this year, historically the best performing quarters for the sector.
A detailed investment review by Reabourne and Merlin for the year ended 31 March
2005 will be provided in the Annual Report. Additionally, a report from our new
Investment Adviser, OrbiMed, on the future of the Company and the biotechnology
industry will also be included.
Annual General Meeting
The Annual General Meeting of the Company will be held at 10 Crown Place, London
EC2A 4FT, on Tuesday, 26 July 2005 at 12noon, and I hope as many shareholders as
are able will attend. This will be an opportunity to meet the Board and to hear
a presentation from OrbiMed Advisors, the new Investment Adviser to the Company.
John Sclater
Chairman
Consolidated Statement of Total Return
Incorporating the revenue account for the year ended 31 March 2005
(Unaudited) (Audited)
Revenue Capital Total Revenue Capital Total
2005 2005 2005 2004 2004 2004
£'000 £'000 £'000 £'000 £'000 £'000
------------------- ------- ------- ------- ------- ------- -------
(Losses)/gains on
investments - (2,234) (2,234) - 14,906 14,906
Exchange losses - (31) (31) - (37) (37)
on currency balances
Income (see note 2) 95 - 95 97 - 97
Investment management
fee (see note 3) - (391) (391) - (386) (386)
Other expenses (508) - (508) (556) - (556)
------------------- ------- ------- ------- ------- ------- -------
Net (loss)/return
before finance costs
and taxation (413) (2,656) (3,069) (459) 14,483 14,024
------------------- -------
Interest payable (8) - (8) - (6) (6)
and similar charges
------------------- ------- ------- ------- ------- ------- -------
(Loss)/return on
ordinary activities
before taxation (421) (2,656) (3,077) (459) 14,477 14,018
Taxation on ordinary
activities (2) - (2) (4) - (4)
------------------- ------- ------- ------- ------- ------- -------
(Loss)/return on
ordinary activities
after taxation (423) (2,656) (3,079) (463) 14,477 14,014
------------------- ------- ------- ------- ---- ------- ------- -------
Transfer (from)/to
reserves (423) (2,656) (3,079) (463) 14,477 14,014
------------------- ------- ------- ------- ------- ------- -------
(Loss)/return per
Ordinary share (see
note 4) (1.4)p (8.8)p (10.2)p (1.5)p 48.1p 46.6p
All revenue and capital items in the above statement derive from continuing
operations.
Balance Sheets of the Group and the Company
as at 31 March 2005
(Unaudited) (Audited) (Unaudited) (Audited)
Group Group Company Company
2005 2004 2005 2004
£'000 £'000 £'000 £'000
-------------------- -------- ------- --------- -------
Fixed assets -
investments
Shares in group - - - -
undertaking
Other
investments 30,492 33,748 30,492 33,748
-------------------- -------- ------- --------- -------
Current Assets
Debtors 39 42 46 42
Cash at bank 301 289 301 289
-------------------- -------- ------- --------- -------
340 331 347 331
Creditors
Amounts
falling due
within one
year (294) (462) (301) (462)
-------------------- -------- ------- --------- -------
Net current
assets/(liabil
ities) 46 (131) 46 (131)
-------- ------- --------- -------
Net assets 30,538 33,617 30,538 33,617
-------------------- -------- ------- --------- -------
Capital and reserves
Called up
share capital 7,525 7,525 7,525 7,525
Capital
reserve -
realised 3,772 8,079 3,765 8,071
Capital
reserve -
unrealised (1,269) (2,920) (1,269) (2,920)
Special
reserve 21,679 21,679 21,679 21,679
Revenue
reserve (1,169) (746) (1,162) (738)
-------------------- -------- ------- --------- -------
Total
shareholders'
funds 30,538 33,617 30,538 33,617
-------------------- -------- ------- --------- -------
Net asset
value per
Ordinary 101.5p 111.7p 101.5p 111.7p
share (see note 5)
-------------------- -------- ------- --------- -------
Consolidated Cash Flow Statement
For the year ended 31 March 2005
(Unaudited) (Audited)
2005 2004
£'000 £'000
-------------------- ----------- -----------
Net cash outflow from operating (705) (858)
activities
Servicing of finance
Bank overdraft and loan interest (8) (6)
paid
Taxation
Withholding tax recovered 1 1
Financial investment
Purchases of investments (20,923) (15,713)
Sales of investments 21,913 17,655
-------------------- ---- ----------- -----------
Net cash inflow from financial 990 1,942
investment
-------------------- ----------- -----------
Net cash inflow before financing 278 1,079
Repayment of loans - (1,000)
-------------------- ----------- -----------
Net cash outflow from financing - (1,000)
-------------------- ----------- -----------
Increase in cash 278 79
-------------------- ----------- -----------
Reconciliation of net cash flow to
movement in net funds
Increase in cash as above 278 79
Cashflow from debt repayment - 1,000
Exchange movements (31) (37)
-------------------- ----------- -----------
Movement in net funds 247 1,042
Net funds/(debt) at 1 April 54 (988)
-------------------- ----------- -----------
Net funds at 31 March 301 54
-------------------- ----------- -----------
Notes to the Financial Statements
1 Revenue Account
The revenue column of the Consolidated Statement of Total Return is the profit
and loss account of the Group.
2 Income
Income for the year was derived from the following sources:
(Unaudited) (Audited)
2005 2004
£'000 £'000
---------- ----------
Income from listed investments 54 45
Unfranked interest 8 5
Franked dividends 13 37
Overseas dividends
---------- ----------
75 87
Other operating income 13 10
Interest receivable 7 -
Other income
--------------------- ---------- ----------
Total Income 95 97
3 Investment Management Fee
(Unaudited) (Audited)
Revenue Capital Total Revenue Capital Total
2005 2005 2005 2004 2004 2004
£'000 £'000 £'000 £'000 £'000 £'000
----------- ------- ------- ------- ------- ------- -------
Periodic fee - 336 336 - 329 329
Irrecoverable VAT
thereon - 55 55 - 57 57
----------- ------- ------- ------- ------- ------- -------
Total - 391 391 - 386 386
4 (Loss)/return per Ordinary share
Revenue loss per Ordinary share is based on the revenue loss attributable to
equity shareholders of £423,000 (2003: £463,000 loss).
Capital loss per Ordinary share is based on the capital loss attributable to
equity shareholders of £2,656,000 (2004: £14,477,000 return).
Both the revenue and the capital loss are based upon 30,100,000 Ordinary shares
in issue throughout the year (2004: 30,100,000).
Notes to the Financial Statements (continued)
5 Net Asset Value per Ordinary share
The net asset value per Ordinary share is based on the net assets attributable
to equity shareholders of £30,538,000 (2004: £33,617,000) and on 30,100,000
(2004: 30,100,000) Ordinary shares in issue at 31 March 2005.
6 Comparative information
This preliminary statement is not the Company's statutory accounts. The above
results for 2005 have been agreed with the Auditors and are an abridged version
of the Company's full draft accounts, which have not yet been approved, audited
or filed with the Registrar of Companies. They have been prepared using the same
accounting policies as those adopted in the financial statements for the year
ended 31 March 2004.
The statutory accounts for the year end 31 March 2004 have been delivered to the
Registrar of Companies and those for 31 March 2005 will be despatched to
shareholders shortly. The 2004 accounts received an audit report, which was
unqualified and did not contain statements under Section 237 (2) and (3) of the
Companies Act 1985.
Close Finsbury Asset Management Limited
Company Secretary
10 June 2005
- ENDS -
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