Wood Pat CapTst plc - Acquisition of unquoted holdings and placing of shares
Woodford Patient Capital Trust plc ("WPCT" or the "Company") announces that it has today entered into an agreement to acquire a portfolio of unquoted assets (the "Portfolio") for £72.9 million from LF Woodford Equity Income Fund ("WEIF") through the issuance of 75,432,424 new ordinary shares of one penny each in the capital of the Company ("Shares") (the "Acquisition"). WEIF will also subscribe for a further 6,206,814 new Shares for cash which will provide WPCT with additional capital to meet the onward investment expected to be required by the Portfolio companies over the next 12 months (the "Cash Issue") (the Acquisition and the Cash Issue being, together, the "Transaction"). WPCT and WEIF are both managed by Woodford Investment Management (the "Portfolio Manager"). The Transaction is part of a strategy whereby WEIF's unquoted exposure to individual unquoted holdings will be replaced with shares in WPCT.
The Portfolio consists of five unquoted assets in which WPCT already has an interest, being: Atom Bank, Carrick Therapeutics, Cell Medica, RateSetter and Spin Memory. The Acquisition allows WPCT to increase its exposure to these assets which the Board and the Portfolio Manager believe have the ability to disrupt and transform their respective industries. Further details of the assets in the Portfolio are set out below.
Susan Searle, Chairman, Woodford Patient Capital Trust plc, said: "The Company has notable exposure to several companies, such as Oxford Nanopore and Proton Partners, which are fast-maturing on the path towards commercial success. This acquisition of assets from WEIF allows the Company to increase its position in companies that we view as the next wave of disruptors. This transaction also brings onboard a new institutional long-term shareholder, which is also supportive for the Company going forward."
The Shares will be issued at a price of 96.67 pence per Share which is equal to the net asset value per Share as at close of business 27 February 2019, being the Company's last published net asset value, plus the costs associated with the Transaction (including Stamp Duty). The valuation of the Portfolio was independently verified by Duff & Phelps as required by section 593 of the Companies Act 2006.
The Shares are being issued pursuant to the authority granted by shareholders at the annual general meeting of the Company on 12 June 2018.
Application has been made for 81,639,238 new Shares to be issued pursuant to the Transaction to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission will become effective at 8.00 a.m. on 6 March 2019 and that dealings in the New Ordinary Shares will commence at that time. The new Shares will, when issued, be credited as fully paid and rank pari passu with the existing Shares, including the right to receive all future dividends and distributions declared, made or paid.
Acquired unquoted assets
Atom Bank (% of WPCT portfolio: 3.67% pre-Acquisition; 6.76% post-Acquisition)
Atom's digital-only approach enables its customers to manage their money quickly, easily and efficiently. Founded in 2014 and now part owned by Spanish banking giant BBVA, it offers a range of fixed-term savings accounts and, with the support of its broker network, provides loans and mortgages to SMEs and private consumers.
Carrick Therapeutics (% of WPCT portfolio: 0.95% pre-Acquisition; 1.52% post-Acquisition)
Carrick Therapeutics is an early-stage biotech company developing novel treatments for the most aggressive forms of cancer. Launched in 2016, the company has two active clinical stage assets with multi-billion potential and a clinical pipeline.
Cell Medica (% of WPCT portfolio: 1.77% pre-Acquisition; 2.34% post-Acquisition)
Cell Medica is a clinical-stage biopharmaceutical company transforming the treatment of solid and haematological cancer by developing the next generation of CAR-T therapies. Its current focus is to harness the natural biology of a specific subset of cytotoxic T cells, called Natural Killer T cells (NKT cells).
RateSetter (% of WPCT portfolio: 0.44% pre-Acquisition; 1.82% post-Acquisition)
RateSetter is a peer-to-peer lending platform. Since it launched in 2010, more than 600,000 customers have used the company to lend £1.9 billion to individuals and £1.1 billion to businesses. It was granted full regulatory authorisation by the Financial Conduct Authority (FCA) in October 2017.
Spin Memory (% of WPCT portfolio: 0.41% pre-Acquisition; 1.68% post-Acquisition)
Spin Memory is on course to become a leading player in the magnetoresistive random-access memory (MRAM) market. It recently announced a $52 million Series B funding round and commercial agreements with Arm, the world's leading semi-conductor IP company, and with Nasdaq-listed Applied Materials, a leading equipment supplier to the semiconductor industry.