Final Results

INTERNATIONAL BIOTECHNOLOGY TRUST PLC 14 October 1999 At a Board Meeting of International Biotechnology Trust Plc held on Wednesday 13th October 1999, the Directors noted and approved the results for the year ended 31st August 1999. As indicated last year, the Directors do not propose a dividend for the year under review. The Annual General Meeting will be held at 3.00 p.m., on Thursday 11th November, at The Royal College of Physicians, 11 St. Andrews Place, Regent's Park, London, NW1 4LE. Chairman's comments, highlights, the Statement of Total Return for the year under review and the Balance Sheet as at 31st August 1999 are attached. Per pro Rothschild Asset Management Limited (Secretary) IBT PRELIMINARY RESULTS A year of significant progress International Biotechnology Trust ('IBT'), managed by the Rothschild Bioscience Unit, today announced its preliminary results for the year ending 31st August 1999. Highlights of the year Investment over the financial year has focused on follow-on investments in existing portfolio companies. Total follow-on investment of £2.4 million was made in 5 companies: £415,952 in Biocompatibles International plc, the international healthcare group engaged in the research, development and commercialisation of biocompatible materials. $750,000 in Californian drug design and development company, Corvas International Inc. $500,000 in Cubist Pharmaceuticals Inc., who discovers, develops and commercialises novel anti-infectives to combat infections caused by drug resistant bacteria and fungi. $517,450 in NetGenics Inc., a company developing software and services to manage pharmaceutical research information. $997,500 in Ribozyme Pharmaceuticals Inc., who leads the world in the field of therapeutic ribozymes. Significant return realised from SUGEN Inc. Californian-based investee company SUGEN was acquired by Pharmacia & Upjohn, with SUGEN shares being valued at $31 (£19.40) per share. The proceeds for IBT's holding are some $22.8 million (£14.3 million), the consideration being received in the form of Pharmacia & Upjohn shares. This represented a 194% increase in the value of IBT's investment in SUGEN and an internal rate of return over the five years of 34% per annum. Pharmacia & Upjohn shares represent approximately 21% of IBT's Net Asset Value. IBT's German investee company MorphoSys AG completed a successful public offering on the German Neuer Markt. Share trading was opened at EUR 25 (£17.00). IBT's share price rose from 33.5 pence to 56 pence over the reporting period, an increase of 67.2%. Net Asset Value per share increased by 45.1% over the reporting period with the discount decreasing from 38.2% to 28.8%. IBT's quoted investments generated a return of 59.4% over the financial year while the unquoted investments returned 33.7%, boosted by MorphoSys' IPO. Taken together, these represent a return on actual investment of 53.9%. In comparison, the Bloomberg UK Biotech Index showed a more modest improvement over the year of 28.1%, and the FT-SE350 Investment Trust Index increased by 32.7%. John Green-Armytage, Chairman of International Biotechnology Trust, commented: 'In last year's statement, I commented on the volatility seen in the biotechnology sector in 1998. This year, I am happy to report that confidence appears to be returning to the sector on both sides of the Atlantic. 'Following this year's commercial achievements and growth in market capitalisation, we believe that the negative market sentiment of 1997/98 has turned around, with a renewed sense of realism in place for the new millennium. Against this backdrop, IBT will focus on the management of its diverse portfolio to ensure long term growth of its investee companies, while maintaining value for its shareholders through timely divestment, and selective and strategic reinvestment. 'Your Board intends to ensure continuity of management by assuring the participation of the key members of the RBU who have been instrumental in the management of IBT to date.' Jeremy Curnock Cook, Director of International Biotechnology Trust, commented: 'During the year the biotech sector has moved toward consolidation as a means to realise value and achieve critical mass. The return of optimism to the sector has been concurrent with an upturn in merger and acquisition activity. Such M&A activity can be seen as an indication of maturation in the sector; an example of this was seen in Pharmacia & Upjohn's acquisition of SUGEN in a deal valuing SUGEN at £455 million, representing a 194% uplift in the value of IBT's investment. 'The year has also seen the continued development of alternative financial European exchanges, in particular in Germany, where an IBT investee company, MorphoSys, was the first R&D focussed biotech company to enter the Neuer Markt. 'The performance of IBT this year, in particular the underlying performance of its investee companies, is an endorsement of our investment and management approach - an approach that I am convinced will continue to pay off for investors over the coming years.' For more information please contact: Jeremy Curnock Cook, Director International Biotechnology Trust plc Tel: 0171 634 2881 E-mail:jeremy.curnock-cook@ramasset.co.uk Sue Charles, Chief Executive Officer HCC De Facto Group plc Tel: 0171 496 3300 E-mail: s.charles@hccdf.co.uk Issued by International Biotechnology Trust plc and approved by Rothschild Asset Management, which is regulated by IMRO. NOTES TO EDITORS 1. Financials The year-end balance sheet and statement of total return are attached. 2. AGM The Annual General Meeting will be held at The Royal College of Physicians, 11 St. Andrews Place, Regent's Park, London NW1 4LE on 11th November 1999 at 3.00pm. 3. Full report and accounts Copy of the full report and accounts is available on request. Please contact: Tanneke Zeeuw, Information Manager, Rothschild Bioscience Unit Tel: 0171 634 2883; E-mail: tanneke@zeeuw.ramasset.co.uk 4. International Biotechnology Trust plc International Biotechnology Trust plc (IBT) was launched to take advantage of the investment opportunities arising in mid-stage life-science companies, involving a close working relationship with investee companies through the provision of strategic management support and sector expertise. International Biotechnology Trust Key Data Founded in 1994 £69.2 million Net Asset Value at 31st August 1999 Listed on the London Stock Exchange Invests in mid-stage life science companies Investment criteria - sound technology platform - under-resourced - good prospects for commercialisation Further financing may be invested where appropriate Strategic support and management development provided 18 core investments - 13 in US, 3 in UK, 1 in Germany, 1 in Canada 5. IBT Management Company The RBU, led by Jeremy Curnock Cook, was established in 1981 within RAM to act in an advisory capacity to Biotechnology Investments Limited. In 1994, RBU also became responsible for the management of IBT. The RBU team is multidisciplinary, with backgrounds in science, industry, finance and management, enabling it to provide comprehensive advice and support to investee companies. The investment team works with a number of internationally renowned scientific and industry consultants who help assess new technologies and investment proposals as well as supporting investee companies. IBT CHAIRMAN'S STATEMENT The year under review: a return to optimism Dear Shareholder In last year's statement, I commented on the volatility seen in the biotechnology sector in 1998. This year, I am happy to report that confidence appears to be returning to the sector on both sides of the Atlantic. With the IBT portfolio standing at 18 core investments, the Manager's focus this year has been on investment management and return maximisation. I am pleased to report successes within IBT's portfolio, with significant validations of your Company's investment strategy, particularly as a result of the acquisition of SUGEN by Pharmacia & Upjohn, and the public offering of MorphoSys on Germany's Neuer Markt. The Biotechnology Sector Following a difficult period during 1997 and 1998, when investor confidence in the sector was affected by disappointing results and management issues, there are signs that the sector is recovering. For example, in the US, the NASDAQ Biotech Index rose 146.6% during the reporting period under review. The return of modest investor interest in the sector was concurrent with an upturn in merger and acquisition activities in the biotechnology industry. This year saw the formation of Europe's largest biotechnology company through Celltech's £700 million merger with Chiroscience. There have been many other mergers and acquisitions throughout the biotechnology sector in a drive to increase market capitalisation, and this is expected to continue throughout the forthcoming year. Similarly, pharmaceutical companies' interest in acquiring attractive biotechnology companies has increased. For example, Bayer AG acquired Chiron Diagnostics for $1.1 billion in November 1998, and Warner-Lambert completed a $2.1 billion acquisition of Agouron Pharmaceuticals in May 1999. More recently, Johnson & Johnson announced it is to acquire Centocor for $4.9 billion, and in September MedImmune announced its proposed acquisition of US Bioscience for $492 million. The year has also seen the continued development of alternative financial European exchanges, in particular in Germany. The Neuer Markt now accounts for 87.5% of the total market capitalisation of the EuroNM markets (Belgium, France, Germany) and has the highest liquidity of all the new European Growth markets offering a genuine opportunity to build value. The IBT Portfolio - a process of maturity Merger and acquisition activity can be seen as an indication of maturation within the biotechnology sector and this is evident within the IBT portfolio; with, for example, Corixa acquiring Anergen in a stock-for-stock deal worth $8.1 million. Generating realisable value in IBT's portfolio resulted from Pharmacia & Upjohn's acquisition of SUGEN in a deal valuing SUGEN at £455 million. The proceeds from IBT's holding in SUGEN was $22.8 million (£14.3 million), the consideration to be received in the form of Pharmacia & Upjohn shares. This represented a 194% uplift in the value of IBT's investment in SUGEN and an internal rate of return of 34% per annum. The past year has also seen increasing numbers of biotechnology products entering the market, another sign that the industry is maturing. Within the IBT portfolio, GelTex Pharmaceuticals received marketing approval for Renagel capsules for treating patients with end-stage renal disease. It also filed a New Drug Application (NDA) for launching its Cholestagel product, a non-absorbed cholesterol reducer. Similarly, Vanguard Medica received notification that the US Food and Drug Administration (FDA) had accepted the NDA for the migraine drug frovatriptan for review. MorphoSys was the first R&D focused biotechnology company to enter the Neuer Markt, completing a successful public offering of its shares at EUR 25 (£17.00) per share on 9 March 1999. IBT invested £2.8 million (EUR 4.6m) in MorphoSys in July 1997, acquiring a 9.74% holding at EUR 16.52 (£11.15) per share. Trading opened at EUR 31 (£21) per share. The share price has dropped, post-flotation, to EUR 19.10 (£12.48) as at 31 August - a phenomenon seen in the past with UK biotech stocks. However, this still represents a gain for IBT of 15.6% on its initial investment. It is the Board's view that the potential exists for substantial future gain as the company achieves its development goals. All these developments have contributed positively to IBT's share price, which rose from 33.5 pence to 56 pence, an increase of 67.2% compared to last year's decrease of 66.7%. Net Asset Value has also has also risen by 45.1% over the reporting period, with the discount decreasing from 38.2% to 28.8%. The performance of both the unquoted and quoted sections of IBT's portfolio have contributed to this increase in share price and Net Asset Value. IBT's quoted investments generated a return of 59.4% over the financial year while the unquoted investments returned 33.7%, boosted by Morphosys' IPO. Taken together, these represent a return on actual investment of 53.9%. In comparison, the Bloomberg UK Biotech Index showed a more modest improvement over the year of 28.1%, and the FT-SE350 Investment Trust Index increased by 32.7%. Investment Activities With the focus of the Trust currently on portfolio management, investment over the past year has concentrated on follow-on investments in existing portfolio companies. Specifically, follow-on investments were made in Biocompatibles International (£415,952), Corvas International ($750,000), Cubist Pharmaceuticals ($500,000), NetGenics ($517,450) and Ribozyme Pharmaceuticals ($997,500). As part of IBT's current portfolio management strategy, we will be looking for divestment opportunities, strategically timed to ensure the maximum return and value for our shareholders. It is intended that such divestments will generate the cash required to make new investments in the new year. The acquisition of SUGEN by Pharmacia & Upjohn has given us the ability to translate some of the portfolio into cash. The importance of spreading risk, when investing in the biotechnology sector, was shown in November 1998 when LocalMed was unsuccessful in commercialising its product. The carrying value of this investment was £1.3 million and has been written off during the period. This event has not impacted significantly on the performance of the fund. Many investee companies are continuing to contribute to the constant progression of IBT's virtual pipeline, as products advance through the clinical trial process. Management The year was important for the development of the future management of your company. The Board announced, on the 26 March 1999, that merger discussions with Biotechnology Investments Limited had been terminated and that, as Rothschild Asset Management (RAM) had indicated that they wished to withdraw from bioscience fund management in the United Kingdom, the Board was considering proposals from third parties seeking to replace RAM as IBT's investment manager. The proposed change of management arrangements for IBT, which was announced earlier in the year, and which depended on the merger of key individuals of the Rothschild Bioscience Unit (RBU) and Merlin Ventures, has been delayed by Rothschild Asset Management's continuing obligation to provide investment advice to another client via the RBU. As a result RAM continues to provide investment management services to IBT, as called for under the current management agreement. When it becomes possible to finalise future management arrangements, your Board intends to ensure continuity of management by assuring the participation of the key members of the RBU who have been instrumental in the management of IBT to date. Revenue and Dividends Your Company's policy is to pay out by way of dividend only those earnings available for distribution. It remains the view of your Directors that the best long-term returns are likely to come from capital appreciation of assets. For the year under review, therefore, the Board proposes not to pay a dividend. Summary In summary, your Board believes that the negative market sentiment of 1997/98 has turned around, with a renewed sense of realism in place for the new millennium, following this year's commercial achievements and growth in market capitalisation. IBT will continue to focus on the management of its diverse portfolio to ensure long term growth of its investee companies, while maintaining value for its shareholders through timely divestment, and selective and strategic reinvestment. Annual General Meeting The Annual General Meeting will be held at The Royal College of Physicians, 11 St. Andrews Place, Regent's Park, London NW1 4LE on 11 November 1999 at 3.00pm. Stephen Duzan, who has served as a Director of the Company since its formation, will be retiring at this year's Annual General Meeting. I would like to place on record the Board's appreciation of the valuable help and advice which we have received from him over the past six years. John Green-Armytage 13th October 1999 Financial Statements Statement of total return (incorporating the revenue account) for the year ended 31 August 1999 1999 Revenue Capital Total Notes £ £ £ Realised (loss)/gains on investments 13 - (1,749,044) (1,749,044) Incentive fee payable 9 - - - Increase/(decrease) in unrealised appreciation on investments 14 - 24,678,159 24,678,159 Dividend income - - - Interest from current asset investments 227,963 - 227,963 Deposit interest 6,029 - 6,029 Underwriting commission 2,589 - 2,589 236,581 22,929,115 23,165,696 Administrative expenses 3 (1,780,801) - (1,780,801) Net return/(loss) before finance costs and taxation (1,544,220) 22,929,115 21,384,895 Interest payable 4 (5,705) - (5,705) (Loss)/return on ordinary activities before taxation (1,549,925) 22,929,115 21,379,190 Taxation on ordinary activities 5 - - - (Loss)/return on ordinary activities after taxation (1,549,925) 22,929,115 21,379,190 Realised reserve on lapse of warrants - 5,013,255 5,013,255 Dividend in respect of equity shares - - - Transfer to/(from) reserves (1,549,925) 27,942,370 26,392,445 Return/(loss) per ordinary share Basic 6 (1.76)p 26.06p 24.30p Fully diluted* n/a n/a n/a Return/(loss) per second 'C' Share Basic 6 n/a n/a n/a Fully diluted* n/a n/a n/a 1998 Revenue Capital Total £ £ £ Notes Realised (loss)/gains 13 on investments - 4,122,493 4,122,493 Incentive fee payable 9 - - - Increase/(decrease) in unrealised appreciation on investments 14 - (55,402,295) (55,402,295) Dividend income 53,381 - 53,381 Interest from current asset investments 871,295 - 871,295 Deposit interest 10,421 - 10,421 Underwriting commission 69,735 - 69,735 1,004,832 (51,279,802) (50,274,970) Administrative expenses 3 (1,745,537) - (1,745,537) Net return/(loss) before finance costs and taxation (740,705) (51,279,802) (52,020,507) Interest payable 4 (8,690) - (8,690) (Loss)/return on ordinary activities before taxation (749,395) (51,279,802) (53,029,197) Taxation on ordinary activities 5 13,763 - 13,763 (Loss)/return on ordinary activities after taxation (735,632) (51,279,802) (52,015,434) Realised reserve on lapse of warrants - - - Dividend in respect of equity shares - - - Transfer to/(from) reserves (735,632) (51,279,802) (52,015,434) Return/(loss) per ordinary share Basic (1.25)p (71.19)p (72.44)p Fully diluted* n/a (60.29)p (60.29)p Return/(loss) per second 'C' Share Basic 0.30p (31.08)p (30.78)p Fully diluted* n/a n/a n/a *There were no warrants in issue at 31 August 1999 Financial Statements Balance Sheet as at 31 August 1999 1999 1998 Notes £ £ £ £ Fixed Assets Investments 1(b)&7 67,247,880 42,238,583 Current Assets Debtors Prepayments and accrued income 38,595 44,644 Sales awaiting settlement 256,139 - Taxation recoverable 46,232 111,377 340,966 156,021 Investments 1(b)&8 2,295,189 5,883,366 Cash at bank 18 19,618 16,714 2,655,773 6,056,101 Creditors: amounts falling due within one year Incentive fee payable 9 - - Accruals 713,404 484,677 713,404 484,677 Net current assets 1,942,369 5,571,424 Net assets 69,190,249 47,810,007 Capital and Reserves Called up share capital 10 22,000,544 22,000,281 Share premium account 11 55,432,967 55,432,178 Warrant reserve 12 0 5,013,255 Capital reserve - realised 13 13,605,034 10,340,823 Capital reserve - unrealised 14 (18,309,312) (42,987,471) Revenue reserves 15 (3,538,984) (1,989,059) Equity shareholders' funds 69,190,249 47,810,007 Net asset value per share 19 - basic: Ordinary Shares 78.62p 54.33p - fully diluted: Ordinary Share n/a* 61.29p *There were no warrants in issue at 31 August 1999 John Green-Armytage, Director Peter Collacott, Director Approved by the Board of Directors on 13 October 1999
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