Finsbury Life Sciences Inv Tst PLC
07 April 2005
7 April 2005
FINSBURY LIFE SCIENCES INVESTMENT TRUST PLC ('FLS' or the 'Company')
Strategic review of the Company and proposed changes to the
investment management arrangements
Background
The board of Finsbury Life Sciences Investment Trust PLC (the 'Board') announces
that it has reviewed the future of the Company in advance of the continuation
vote required to be put to shareholders this year and that it will be writing to
shareholders shortly seeking approval for its proposals (the 'Proposals'). The
Board has concluded that there is a role for an investment trust that focuses on
the biotechnology sector but that the Company's existing investment objective
should be widened to reflect the evolution of the sector since the Company was
founded. 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
rapidly. The Board therefore believes that a continuing focus on Europe alone
will offer less attractive prospects to investors than a worldwide remit.
Proposed change to the investment objective and policy
As well as widening the geographic mandate, the Board is proposing 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 will invest in are likely to be
companies with a market capitalisation of less than US$3 billion that have
undergone an IPO but are, as yet, unprofitable. They will typically be focussed
on drug research and development, with their valuations driven by pipeline
developments, clinical trial results and partnerships.
This will not only widen the range of investments open to the Company but will
also allow the portfolio to be diversified in a way that was not previously
possible. FLS would seek to invest in these companies at discounted valuations
as a result of their lack of profitability but benefit from a significant
re-rating when they achieve sustained profitability.
Emerging biotechnology companies benefit from increased investor exposure
because of greater analyst research coverage; this results in a broader
institutional investment base. Companies at this stage are likely to have
better financial resources and a more developed product than earlier stage
companies, such that the risk of failure in clinical development risk is
reduced. In addition, they also benefit from their products typically being at
an earlier stage in their life cycle and therefore do not suffer the threat of
generic product entry in the same way as more mature products. The Company
would 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.
The Board will, therefore, be seeking 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.'
Proposed change of investment adviser
In order to manage the Company's assets under this revised investment objective,
the Board has considered presentations from a number of investment managers with
experience in this specialist sector. As a result of this review the Board
proposes to appoint OrbiMed Advisors LLC ('OrbiMed') as the Company's new
investment adviser. Close Finsbury Asset Management ('CFAM') remains the
manager.
OrbiMed is one of the largest independent speciality investment managers 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 investment
focus.
Subject to shareholder approval of the change of investment objective, it is
intended that the existing investment management agreement and investment
advisory agreement will be terminated and new management and investment advisory
agreements (the 'New Agreements') will be entered into with CFAM and OrbiMed to
take effect from the termination of the existing investment management and
investment advisory agreements. Under the proposed New Agreements the annual
management fee would be reduced from the current 1.25 per cent. to 1 per cent.
per annum of net assets. The performance fee would also be reduced from the
current 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).
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 6.0 per cent. to net asset value. However, the
making and timing of any share buyback will be at the absolute discretion of the
Board.
Continuation vote and amendments to the Articles of Association
In accordance with the package of proposals approved at the AGM in 2003 the
Board is obliged to propose an additional continuation vote at the AGM later
this year and under the articles of association ('Articles of Association') the
Board is obliged to propose a continuation vote at the Company's annual general
meeting in 2007. However, in order to provide OrbiMed with sufficient
opportunity to implement the Company's proposed investment objective, the Board
is proposing 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 annual general meeting of the Company in 2010 and every
five years thereafter.
As part of the Proposals, it is also proposed to change the Company's name to
Finsbury Emerging Biotechnology Trust PLC which will more closely reflect its
new objective.
Extraordinary General Meeting to approve the Proposals
A circular setting out the Proposals and convening an Extraordinary General
Meeting to approve them will be sent to shareholders shortly.
Enquiries:
Alastair Smith 020 7426 6240
Close Finsbury Asset Management Limited
Richard Ramsay 020 7653 6300
Intelli Corporate Finance Limited
This information is provided by RNS
The company news service from the London Stock Exchange
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