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"f19510": {
"value": "1.
Basis of preparation
\nA) Basis of preparation
\nThe Annual Report and Accounts of IP Group plc (\u201cIP Group\u201d
\nor the \u201cCompany\u201d) and its subsidiary companies (together,
\nthe \u201cGroup\u201d) are for the year ended 31 December 2022. The
\nprincipal accounting policies adopted in the preparation of the
\nfinancial statements are set out below. The policies have been
\nconsistently applied to all the years presented, unless otherwise
\nstated. The Group financial statements have been prepared
\nand approved by the directors in accordance with international
\naccounting standards in accordance with UK\u2013adopted
\ninternational accounting standards (\u201cUK\u2013adopted IFRS\u201d).
\nThe preparation of financial statements in compliance with IFRS
\nrequires the use of certain critical accounting estimates. It also
\nrequires Group management to exercise judgement in the most
\nappropriate selection of the Group\u2019s accounting policies. The
\nareas where significant judgements and estimates have been
\nmade in preparing the financial statements and their effect are
\ndisclosed in note 2.
\nGoing concern
\nThe financial statements are prepared on a going concern
\nbasis. The directors have completed a detailed financial forecast
\nalongside severe but plausible scenario\u2013based downside
\nstress\u2013testing, including the impact of declining portfolio values
\nand a reduced ability to generate portfolio realisations.
\nAt the balance sheet date, the Group had cash and deposits
\nof \u00a3241.5m, providing liquidity for at least two years\u2019 operating
\nexpenses, portfolio investment and debt repayments at recent
\nlevels. Furthermore, the Group has a portfolio of investments
\nvalued at over \u00a31.26bn, which is anticipated to provide further
\nliquidity over the forecast period. Accordingly, our forecasting
\nindicates that the Group has adequate resources to enable
\nit to meet its obligations including its debt covenants and to
\ncontinue in operational existence for at least the next twelve
\nmonths from the approval date of the accounts. For further
\ndetails see the Group\u2019s viability statement on page 98.
\nChanges in accounting policies
\n(i) New standards, interpretations and amendments effective
\nfrom 1 January 2022
\nNo new standards, interpretations and amendments effective
\nin the year have had a material effect on the Group\u2019s financial
\nstatements.
\n(ii) New standards, interpretations and amendments not yet
\neffective
\nNo new standards, interpretations and amendments not yet
\neffective are expected to have a material effect on the Group\u2019s
\nfuture financial statements.
\n(B) Basis of consolidation
\nIFRS 10 Investment Entity Exemption
\nIFRS 10 defines an investment entity as one which:
\na.
Obtains funds from one or more investors for the purpose
\nof providing those investors with investment management
\nservices
\nb.
Commits to its investors that its business purpose is to invest
\nfunds solely for returns from capital appreciation, investment
\nincome or both
\nc.
Measures and evaluates the performance of substantially all
\nof its investments on a fair value basis
\nWe believe that IP Group plc does not meet this definition of an
\ninvestment entity with the key factors behind this conclusion
\nbeing:
\n\u2022
the absence of specific exit strategies for early\u2013stage assets
\n(indicating condition (b) above is not satisfied)
\n\u2022
the ability to hold investments indefinitely (indicating
\ncondition (b) above is not satisfied)
\n\u2022
the flexibility to explore the direct commercialisation of
\nintellectual property within the Group if that is determined
\nto be the most attractive means of generating value for
\nshareholders. (indicating condition (a) above is not satisfied)
\n
\n
\n
.
\n
\nAccordingly, we have applied IFRS 10 consolidation principles for
\neach group of entities as follows:
\n(i) Subsidiaries
\nWhere the Group has control over an entity, it is classified as a
\nsubsidiary. Typically, the Group owns a non\u2013controlling interest
\nin its portfolio companies; however, in certain circumstances,
\nthe Group takes a controlling interest and hence categorises
\nthe portfolio company as a subsidiary. As per IFRS 10, an entity is
\nclassed as under the control of the Group when all three of the
\nfollowing elements are present: power over the entity; exposure
\nto variable returns from the entity; and the ability of the Group to
\nuse its power to affect those variable returns.
\nIn situations where the Company has the practical ability to
\ndirect the relevant activities of the investee without holding the
\nmajority of the voting rights, it is considered that de facto control
\nexists. In determining whether de facto control exists the Group
\nconsiders the relevant facts and circumstances, including:
\n\u2022
The size of the Company\u2019s voting rights relative to both the
\nsize and dispersion of other parties who hold voting rights;
\n\u2022
Substantive potential voting rights held by the Company and
\nby other parties;
\n\u2022
Other contractual arrangements; and
\n\u2022
Historic patterns in voting attendance.
\nIn assessing the IFRS 10 control criteria in respect of the Group\u2019s
\nprivate portfolio companies, direction of the relevant activities
\nof the company is usually considered to be exercised by the
\ncompany\u2019s board, therefore the key control consideration is
\nwhether the Group currently has a majority of board seats on a
\ngiven company\u2019s board, or is able to obtain a majority of board
\nseats via the exercise of its voting rights. Control is reassessed
\nwhenever facts and circumstances indicate that there may be a
\nchange in any of these elements of control.
\nThe consolidated financial statements present the results of
\nthe Company and its subsidiaries as if they formed a single
\nentity. Intercompany transactions and balances between Group
\ncompanies are therefore eliminated in full. The consolidated
\nfinancial statements incorporate the results of business
\ncombinations using the acquisition method. In the statement of
\nfinancial position, the acquiree\u2019s identifiable assets and liabilities
\nare initially recognised at their fair values at the acquisition
\ndate. Contingent liabilities dependent on the disposed value
\nof an associated investment are only recognised when the
\nfair value is above the associated threshold. The results of
\nacquired operations are included in the consolidated statement
\nof comprehensive income from the date on which control is
\nobtained. They are consolidated until the date on which control
\nceases.
\n(ii) Associates/portfolio companies
\nThe majority of the Group\u2019s portfolio companies are deemed to
\nbe Associates, as the Group has significant influence (generally
\naccompanied by a shareholding of between 20% and 50% of
\nthe voting rights) but not control. A small number of the Group\u2019s
\nportfolio companies are controlled and hence consolidated, as
\nper section (i) above.
\nAs permitted under IAS 28, the Group elects to hold investments
\nin Associates at fair value through profit and loss in accordance
\nwith IFRS 9. This treatment is specified by IAS 28 Investment in
\nAssociates and Joint Ventures, which permits investments held
\nby a venture capital organisation or similar entity to be excluded
\nfrom its measurement methodology requirements where those
\ninvestments are designated, upon initial recognition, as at fair
\nvalue through profit or loss and accounted for in accordance
\nwith IFRS 9 Financial Instruments. Therefore, no associates are
\npresented on the consolidated statement of financial position.
\nChanges in fair value of associates are recognised in profit or
\nloss in the period of the change. The Group has no interests in
\nAssociates through which it carries on its operating business.
\n
\n
\n
The disclosures required by Section 409 of the Companies Act
\n2006 for associated undertakings are included in note 13 of the
\nCompany financial statements. Similarly, those investments
\nwhich may not have qualified as an Associate but fall within the
\nwider scope of significant holdings and so are subject to Section
\n409 disclosure acts are also included in note 11 of the Company
\nfinancial statements.
\n(iii) Limited Partnerships and Limited Liability
\nPartnerships (\u201cLimited Partnerships\u201d)
\na) Consolidated Limited Partnership fund holdings
\nThe Group has a holding in the following Limited Partnership
\nfund, which it determines that it controls and hence consolidates
\non a line by line basis:
\nName
\nInterest
\nin Limited
\npartnership
\n%
\nIP Venture Fund II LP (\u201cIPVFII\u201d)
33.3
\nIn order to determine whether the Group controls the above funds,
\nit has considered the IFRS 10 control model and related application
\nguidance. In respect of IPVFII, the Group has power via its role as
\nfund manager of the partnership, and exposure to variable returns
\nvia its 33.3% ownership interest, resulting in the conclusion that the
\nGroup controls and hence consolidates the fund.
\nb) Other non-consolidated Limited Partnership fund holdings
\nIn addition to Limited Partnerships where Group entities act
\nas general partner and investment manager, the Group has
\ninterests in three further entities which are managed by third
\nparties:
\nName
\nInterest
\nin Limited
\npartnership
\n%
\nIPG Cayman LP
58.1
\nUCL Technology Fund LP (\u201cUCL Fund\u201d)
46.4
\nTechnikos LLP (\u201cTechnikos\u201d)
17.7
\nThe rationale for IPG Cayman LP\u2019s categorisation as a non-
\nconsolidated fund is considered a significant accounting
\njudgment and is set out in note 2.
\nThe Group has a 46.4% interest in the total capital commitments
\nof the UCL Fund. The Group has committed \u00a324.8m to the fund
\nalongside the European Investment Fund (\u201cEIF\u201d), University
\nCollege London and other investors. Participation in the UCL Fund
\nprovides the Group with the opportunity to generate financial
\nreturns and visibility of potential intellectual property from
\nacross University College London\u2019s research base.
\nThe Group has an 17.7% interest in the total capital commitments
\nof Technikos, a fund with an exclusive pipeline agreement with
\nOxford University\u2019s Institute of Biomedical Engineering.
\nAt the beginning of 2021 the Group had an 8.3% interest in the
\ntotal capital commitments of Apollo Therapeutics LLP (\u201cApollo\u201d), a
\n\u00a340.0m venture between AstraZeneca, GlaxoSmithKline, Johnson
\n& Johnson and the technology transfer offices of Imperial
\nCollege London, University College London and the University
\nof Cambridge. During the year, the portfolio of programmes
\ndeveloped by Apollo was restructured in a new portfolio
\ncompany, Apollo Therapeutics Limited, concurrent with a $145m
\nfunding round. The Group now holds a 1.9% holding in the Apollo
\nTherapeutics Group Limited, which was transferred into the
\nequity investment portfolio.
\nSee note 27 for disclosure of outstanding commitments in
\nrespect of Limited Partnerships.
\niv) Other third party funds under management
\nIn addition to the Limited Partnership fund IPVFII, described
\nabove, the Group also manages other third-party funds,
\nincluding within its Parkwalk business unit, described in further
\ndetail in the portfolio review section on page 37, and on behalf
\nof Australian superannuation fund Hostplus. In both cases,
\nthe Group has no direct beneficial interest in the assets being
\nmanaged, and therefore its sole exposure to variable returns
\nrelates to performance fees payable on exits above a specified
\nhurdle. As a result, the Group is not deemed to control these
\nmanaged assets and they are not consolidated.
\n
\n
\n
v) Non\u2013controlling interests
\nThe total comprehensive income, assets and liabilities of non\u2013
\nwholly owned entities are attributed to owners of the parent and
\nto the non\u2013controlling interests in proportion to their relative
\nownership interests.
\nvi) Business combinations
\nThe Group accounts for business combinations using the
\nacquisition method from the date that control is transferred
\nto the Group (see (i) Subsidiaries above). Both the identifiable
\nnet assets and the consideration transferred in the acquisition
\nare measured at fair value at the date of acquisition and
\ntransaction costs are expensed as incurred. Goodwill arising
\non acquisitions is tested at least annually for impairment. In
\ninstances where the Group owns a non\u2013controlling stake prior
\nto acquisition the step acquisition method is applied, and any
\ngain or losses on the fair value of the pre\u2013acquisition holding
\nis recognised in the consolidated statement of comprehensive
\nincome.
\nc) Other accounting policies
\nRegulated capital
\nTop Technology Ventures Limited and Parkwalk Advisors Ltd,
\nare Group subsidiaries which are subject to external capital
\nrequirements imposed by the Financial Conduct Authority
\n(\u201cFCA\u201d) and as such must ensure that they have sufficient
\ncapital to satisfy these requirements. The Group ensures it
\nremains compliant with these requirements as described in their
\nrespective financial statements.
\nLease accounting
\nFor leases there is no longer a distinction between finance
\nand operating leases as all leases are now recognised on the
\nbalance sheet. When a lease commences a lease liability is
\nrecognised that is equal to the present value of the minimum
\nlease payments. A right-of-use asset is also recognised and is
\nequal in value to the lease liability. This represents the right to
\nuse the leased asset for the full term of the lease.
\nShort term leases and low-value leases are exempt from
\nrecognition on the balance sheet and the payments are instead
\nrecognised on a straight-line basis in the income statement
\nin the same way as they would have under IFRS17. Right-of-
\nuse assets are depreciated over the total lease term. As the
\ndiscounting is unwound, interest is charged in the income
\nstatement and increases the lease liabilities. When lease
\npayments are made, the lease liabilities reduce. Therefore, both
\nright of use assets and lease liabilities have nil value at the end
\nof the lease. Lease payments are discounted using the interest
\nrate implicit in the lease or the incremental borrowing rate where
\nthe interest rate implicit in the lease is not available.
\nCash flow statement classification
\nCash flow relating to portfolio investments have been presented
\nas investing cash flows as opposed to cash flows from operating
\nactivities. Management considers this to be an appropriate
\nclassification representing the fact that the relevant cashflows
\nare allocated towards resources intended to generate future
\nincome and cash flows.
\n2
.
Significant accounting estimates and
\njudgements
\nThe directors make judgements and estimates concerning the
\nfuture. Estimates and judgements are continually evaluated and
\nare based on historical experience and other factors, such as
\nexpectations of future events, and are believed to be reasonable
\nunder the circumstances. Actual results may differ from these
\nestimates. The estimates and assumptions which have the most
\nsignificant effects on the carrying amounts of the assets and
\nliabilities in the financial statements are discussed below.
\n(i) Valuation of unquoted equity and debt
\ninvestments and limited participation interests
\n(significant estimate)
\nThe Group\u2019s accounting policy in respect of the valuation of
\nunquoted equity investments is set out in note 13, and in respect
\nof limited participation interests in note 14. In applying this policy,
\nthe key areas over which judgement are exercised include:
\n
\n
\n
.
\u2022
Consideration of whether a funding round is at arm\u2019s length
\nand therefore representative of fair value.
\n\u2022
The relevance of the price of recent investment as an input
\nto fair value, which typically becomes more subjective as the
\ntime elapsed between the recent investment date and the
\nbalance sheet date increases.
\n\u2022
In the case of companies with complex capital structures,
\nthe appropriate methodology for assigning value to different
\nclasses of equity based on their differing economic rights.
\n\u2022
Where using valuation methods such as discounted cash
\nflows or revenue multiples, the assumptions around inputs
\nincluding the probability of achieving milestones and
\nthe discount rate used, and the choice of comparable
\ncompanies used within revenue multiple analysis.
\n\u2022
Where valuations are based on future events such as sales
\nprocesses or future funding rounds, the appropriate level of
\nexecution risk to be applied to the anticipated event when
\nassessing its valuation impact as at the balance sheet date.
\n\u2022
Debt investments typically represent convertible debt; in such
\ncases judgement is exercised in respect of the estimated
\nequity value received on conversion of the loan.
\nValuations are based on management\u2019s judgement after
\nconsideration of the above and upon available information
\nbelieved to be reliable, which may be affected by conditions
\nin the financial markets. Due to the inherent uncertainty of
\nthe investment valuations, the estimated values may differ
\nsignificantly from the values that would have been used had a
\nready market for the investments existed, and the differences
\ncould be material.
\n(ii) Application of IFRS 10 in respect of IPG Cayman LP
\nand Istesso Limited (significant judgement)
\nIstesso Limited
\nIn respect of Istesso Limited, although the Group has a 56.4%
\nundiluted economic interest in the company, the Group holds
\na significant proportion of its equity via non\u2013voting shares
\nresulting in it holding less than 50% of the voting rights at the
\ncompany. Under Istesso\u2019s Articles of Association, strategic and
\nday-to-day decisions over running of the business rest with
\nthe Board of Directors rather than through shareholder voting
\nrights attached to direct ownership of equity interests held
\nin the entity. In this respect, power over Istesso is exercised
\npredominantly through directors\u2019 meetings, on which IP Group
\nis not deemed to have majority representation. As such, the
\nrelationship between Istesso and IP Group is designed in such
\na way that \u201cshareholder\u201d voting rights are not the dominant
\nfactor in deciding who directs the investee\u2019s relevant activities,
\nbut it is the directors who do so. IP Group does not control the
\nboard of Istesso Limited via a majority of board directors, and is
\nspecifically prevented from appointing additional directors to
\ngain control of the board via restrictions in Istesso\u2019s Articles of
\nAssociation.
\nDuring the year, the Group provided a \u00a310m convertible loan to
\nIstesso Limited. The terms of the loan contain specific provisions
\npreventing its conversion where this would result in IP Group
\nobtaining control of Istesso. Based on an updated control
\nassessment, including considerations around whether IP Group
\nhas \u2018de facto\u2019 control of Istesso including inter alia the number of
\nvoting shares held by the Group and its connected parties and
\nthe dispersion of other parties\u2019 voting rights, we have concluded
\nthat the Group does not control Istesso Limited under IFRS 10
\nIPG Cayman LP
\nThe Group\u2019s US portfolio is held via a limited partnership fund,
\nIPG Cayman LP, which was set up in 2018 to facilitate third
\nparty investment into this portfolio. The fund is managed by IP
\nGroup, Inc., formerly an operating subsidiary of the Group. Prior
\nto 2021, the Group was judged to control both IPG Cayman LP
\nand IP Group, Inc. under IFRS 10 and hence both entities were
\nconsolidated.
\nIn 2021, several events took place which caused us to reassess
\nthe Group\u2019s control of both entities:
\n\u2022
IPG Cayman LP raised additional third\u2013party funds in the first
\nhalf of 2021, which reduced the Group\u2019s stake in the fund from
\n80.7% to 58.1%.
\n
\n
\n
.
\n.
\n\u2022
Investors in the 2021 IPG Cayman LP funding round hold an
\noption to subscribe additional funds which, if exercised,
\nwould result in IP Group holding less than 50% in the fund.
\n\u2022
In November 2021 the Group disposed of its equity in IPG
\nCayman LP\u2019s fund manager, IP Group, Inc. and hence no
\nlonger controls the fund manager.
\nAs a result of these changes, our control assessment concluded
\nthat IPG Inc. is acting as an agent on behalf of all investors in
\nthe Cayman LP and not solely IPG plc, therefore the Group no
\nlonger controls IPG Cayman LP. The Group therefore ceased to
\nconsolidate it from November 2021. See note 22 for further details
\non the accounting impact of the deconsolidation.
\nArriving at this conclusion required the application of
\njudgement, most significantly in assessing the application
\nguidance contained in IFRS 10 B19 which suggests that in some
\ninstances a special relationship may exist (such as the fact that
\nwe remain the largest individual investor in the fund), implying
\nthat an investor has a more than passive interest in the investee.
\nHaving considered this guidance we conclude that on balance
\nthe Group does not have power over IPG Cayman LP and hence
\ndoes not control it.
\nThere have been no significant changes in the facts and
\ncircumstances relating to control considerations in respect of
\nIPG Cayman LP in 2022.
\n3
.
Financial risk management
\nAs set out in the principal risks and uncertainties section on
\npages 89 to 97, the Group is exposed, through its normal
\noperations, to a number of financial risks, the most significant of
\nwhich are market, liquidity and credit risks.
\nIn general, risk management is carried out throughout the Group
\nunder policies approved by the Board of Directors. The following
\nfurther describes the Group\u2019s objectives, policies and processes
\nfor managing those risks and the methods used to measure
\nthem. Further quantitative information in respect of these risks is
\npresented throughout these financial statements.
\nA) Market risk
\nPrice risk
\nThe Group is exposed to equity securities price risk as a result
\nof the equity and debt investments, and investments in Limited
\nPartnerships held by the Group and categorised as at fair value
\nthrough profit or loss.
\nThe Group mitigates this risk by having established investment
\nappraisal processes and asset monitoring procedures which
\nare subject to overall review by the Board. The Group has also
\nestablished corporate finance and communications teams
\ndedicated to supporting portfolio companies with fundraising
\nactivities and investor relations.
\nThe Group holds 13 investments valued at \u00a3228.7m which are
\npublicly traded (2021: 13, \u00a3662.7m), and the remainder of its
\ninvestments are not traded on an active market.
\nThe net portfolio loss in 2022 of \u00a3304.3m represents a 21.5%
\ndecrease against the opening balance (2021: gain of \u00a3497.4m,
\n42.8%). The table below summarises the impact of a 1% increase/
\ndecrease in the price of both quoted and unquoted investments
\non the Group\u2019s post\u2013tax profit for the year and on equity.
\n
\n
\n
.
\n
\n2022
2021
\nQuoted
\n\u00a3m
\nUnquoted
\n\u00a3m
\nTotal
\n\u00a3m
\nQuoted
\n\u00a3m
\nUnquoted
\n\u00a3m
\nTotal
\n\u00a3m
\nEquity and debt investments and investments in limited
\npartnerships
2.3
10.4
12.7
6.6
8.4
15.0
\n(ii) Foreign exchange risk
\nThe Groups\u2019 main exposure to foreign currency risk is via its
\ninvestment portfolio, which is partially denominated in US dollars,
\nAustralian dollars, Euros and Swedish Krona. Further details of
\ncurrency exposure in the portfolio are given in notes 13 and 14.
\nAdditionally, the Group\u2019s assets include deferred consideration
\nrelating to US dollar denominated proceeds totalling \u00a335.5m
\n(2021: \u00a328.2m), with the largest element relating to proceeds of
\n\u00a328.8m receivable in the first half of 2023 relating to the disposal
\nof WaveOptics.
\nThe Group has entered into forward foreign exchange contracts
\nto mitigate risk of exchange rate exposure to an element of
\nthese proceeds. As at 31 December 2022 the notional amount of
\nthe forward foreign exchange contracts held by the Company
\nwas $26.3 million (2021: nil). The settlement date of these is
\n30 June 2023. The fair value of these contracts at the balance
\nsheet date was \u00a30.1m.
\n(iii) Interest rate risk
\nThe Group holds a debt facility with the European Investment
\nBank and a loan note facility primarily with Phoenix Group with
\nthe overall balance as at 31 December 2022 amounting to
\n\u00a381.9m (excluding setup costs). These loans are all subject to
\nfixed rate interest (following the repayment of variable rate loans
\nin the year) being subject to an average fixed rate interest of
\n4.65% (2021: 3.1%).
\nFor further details of the Group\u2019s loans including covenant
\ndetails see note 19.
\nThe other primary impact of interest rate risk to the Group is the
\nimpact on the income and operating cash flows as a result of
\nthe interest\u2013bearing deposits and cash and cash equivalents
\nheld by the Group.
\n(iv) Concentrations of risk
\nThe Group is exposed to concentration risk via the significant
\nmajority of the portfolio being UK\u2013based companies and thus
\nsubject to the performance of the UK economy. In recent years,
\nthe Group has increased the scale of its operations in the US
\nboth via its holding in IPG Cayman LP and via the relocation
\nof certain portfolio companies to the US. The group has also
\nincreased the scale of its operations in Australia via additional
\ninvestment in this geography.
\nThe Group mitigates this risk, in co\u2013ordination with liquidity risk,
\nby managing its proportion of fixed to floating rate financial
\nassets. The table on page 200 summarises the interest rate
\nprofile of the Group.
\n
\n
\n
\n2022
2021
\nFixed
\nrate
\n\u00a3m
\nFloating
\nrate
\n\u00a3m
\nInterest
\nfree
\n\u00a3m
\nTotal
\n\u00a3m
\nFixed
\nrate
\n\u00a3m
\nFloating
\nrate
\n\u00a3m
\nInterest
\nfree
\n\u00a3m
\nTotal
\n\u00a3m
\nFinancial assets
\nEquity investments
\u2013
\u2013
1,120.8
1,120.8
\u2013
\u2013
1,391.8
1,391.8
\nDebt investments
\u2013
\u2013
38.1
38.1
\u2013
\u2013
22.8
22.8
\nLimited and limited liability
\npartnership interests
\u2013
\u2013
99.6
99.6
\u2013
\u2013
92.9
92.9
\nTrade receivables
\u2013
\u2013
2.1
2.1
\u2013
\u2013
1.7
1.7
\nOther receivables
\u2013
\u2013
6.7
6.7
\u2013
\u2013
5.2
5.2
\nReceivable on sale of debt and
\nequity investments
\u2013
\u2013
48.2
48.2
\u2013
\u2013
42.3
42.3
\nDeposits
152.8
\u2013
\u2013
152.8
216.2
\u2013
\u2013
216.2
\nCash and cash equivalents
\u2013
88.7
\u2013
88.7
\u2013
105.7
\u2013
105.7
\n152.8
88.7
1,315.5
1,557.0
216.2
105.7
1,556.7
1,878.5
\nFinancial liabilities
\nTrade payables
\u2013
\u2013
(1.3)
(1.3)
\u2013
\u2013
(0.6)
(0.6)
\nOther accruals and deferred
\nincome
\u2013
\u2013
(15.6)
(15.6)
\u2013
\u2013
(18.1)
(18.1)
\nBorrowings
(81.4)
\u2013
\u2013
(81.4)
(40.8)
(11.0)
\u2013
(51.8)
\nCarried interest plan liability
\u2013
\u2013
(44.1)
(44.1)
\u2013
\u2013
(33.1)
(33.1)
\nDeferred tax liability
\u2013
\u2013
(6.8)
(6.8)
\u2013
\u2013
(5.8)
(5.8)
\nLoans from Limited Partners of
\nconsolidated funds
\u2013
\u2013
(19.5)
(19.5)
\u2013
\u2013
(18.7)
(18.7)
\nRevenue share liability
\u2013
\u2013
(13.0)
(13.0)
\u2013
\u2013
(13.1)
(13.1)
\n(81.4)
\u2013
(100.3)
(181.7)
(40.8)
(11.0)
(89.4)
(141.2)
\nAt 31 December 2022, if interest rates had been 1% higher/lower, post-tax loss for the year, and other components of equity, would
\nhave been \u00a32.0m (2021: \u00a31.4m) higher/lower as a result of higher interest received on floating rate cash deposits.
\nB) Liquidity risk
\nThe Group seeks to manage liquidity risk, to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash
\nassets safely and profitably. The Group\u2019s treasury management policy asserts that at any one point in time no more than 60%
\nof the Group\u2019s cash and cash equivalents will be placed in fixed-term deposits with a holding period greater than three months.
\nAccordingly, the Group only invests working capital in short-term instruments issued by reputable counterparties. The Group
\ncontinually monitors rolling cash flow forecasts to ensure sufficient cash is available for anticipated cash requirements.
\n
\n
\n
.
\n.
C) Credit risk
\nThe Group\u2019s credit risk is primarily attributable to its deposits, cash and cash equivalents, debt investments and trade receivables.
\nThe Group seeks to mitigate its credit risk on cash and cash equivalents by making short-term deposits with counterparties, or
\nby investing in treasury funds with an \u201cAA\u201d credit rating or above managed by institutions. Short-term deposit counterparties are
\nrequired to have most recently reported total assets in excess of \u00a35bn and, where applicable, a prime short-term credit rating at
\nthe time of investment (ratings are generally determined by Moody\u2019s or Standard & Poor\u2019s). Moody\u2019s prime credit ratings of \u201cP1\u201d, \u201cP2\u201d
\nand \u201cP3\u201d indicate respectively that the rating agency considers the counterparty to have a \u201csuperior\u201d, \u201cstrong\u201d or \u201cacceptable\u201d ability
\nto repay short-term debt obligations (generally defined as having an original maturity not exceeding 13 months). An analysis of the
\nGroup\u2019s deposits and cash and cash equivalents balance analysed by credit rating as at the reporting date is shown in the table
\nopposite. All other financial assets are unrated.
\nCredit rating
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nP1
177.4
292.3
\nAAAMMF
\n1
\n54.6
20.2
\nOther
\n2
\n9.5
9.4
\nTotal deposits and cash and cash equivalents
241.5
321.9
\n1
\nThe Group holds \u00a354.6m (2021: \u00a320.2m) with JP Morgan GBP liquidity fund, which has a AAAMMF credit rating with Fitch.
\n2
\nThe Group holds \u00a39.5m (2021 \u00a39.4m) with Arbuthnot Latham, a private bank with no debt in issue and, accordingly, on which a credit rating is not applicable.
\nBloomberg assess Arbuthnot Latham\u2019s 1-year default probability at 0.2107% (2021: 0.1401%).
\nThe Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and
\ncustomers. The Group has detailed policies and strategies which seek to minimise these associated risks including defining
\nmaximum counterparty exposure limits for term deposits based on their perceived financial strength at the commencement of the
\ndeposit. The maximum single counterparty limit for fixed term deposits in excess of 3 months at 31 December 2022 was the greater of
\n60% of total group cash or \u00a350.0m (2021: 60%, \u00a350.0m). In addition, no single institution may hold more than the higher of 50% of total
\ncash or \u00a380m. (2021: 50%, \u00a375m).
\nThe group\u2019s exposure to credit risk on debt investments is managed in a similar way to equity investment price risk, as described
\nabove, through the Group\u2019s investment appraisal processes and asset monitoring procedures which are subject to overall review by
\nthe Board. The maximum exposure to credit risk for debt investments, receivables and other financial assets is represented by their
\ncarrying amount.
\n
\n
\n
.
\n4
.
Revenue from services
\nAccounting Policy:
\nRevenue from services is generated primarily from within the United Kingdom and is stated exclusive of value added tax, with
\nfurther revenue generated in the Group\u2019s Australian operations. Revenue is recognised when the Group satisfies its performance
\nobligations, in line with IFRS 15. Revenue breakdown and disclosure requirements under IFRS 15 have not been presented as they
\nare considered immaterial. Revenue from services and other income comprises:
\nFund management services
\nFund management fees include fiduciary fund management fees which are generally earned as a fixed percentage of total
\nfunds under management and are recognised as the related services are provided and performance fees payable from
\nrealisation of agreed returns to investors which are recognised as performance criterion are met.
\nLicence and royalty income
\nThe Group\u2019s IP licences typically constitute separate performance obligations, being separate from other promised goods or
\nservices. Revenue is recognised in line with the performance obligations included in the licence, which can include sales-based,
\nusage-based or milestone-based royalties.
\nAdvisory and corporate finance fees
\nFees earned from the provision of business support services including IP Exec services and fees for IP Group representation on
\nportfolio company boards are recognised as the related services are provided. Corporate finance advisory fees are generally
\nearned as a fixed percentage of total funds raised and recognised at the time the related transaction is successfully concluded.
\nIn some instances, these fees are settled via the issue of equity in the company receiving the corporate finance services at the
\nsame price per share as equity issued as part of the financing round to which the advisory fees apply.
\nRevenue from services is derived from the provision of advisory and venture capital fund management services or from licensing
\nactivities, royalty revenues and patent cost recoveries.
\n5
.
Operating segments
\nFor both the year ended 31 December 2022 and the year ended 31 December 2021, the Group\u2019s revenue and profit before taxation
\nwere derived largely from its principal activities within the UK.
\nFor management reporting purposes, the Group is currently organised into five operating segments:
\ni.
Venture Capital investing within our Life Sciences thematic area
\nii.
Venture Capital investing within our Deeptech thematic area
\niii. Venture Capital investing within our Cleantech thematic area
\niv. Venture Capital investing: Other, representing investments not included within our three thematic areas above, including platform
\ninvestments, and our US and Australian investments
\nv.
the management of third party funds and the provision of corporate finance advice
\n
\n
\n
.
\n
\nFollowing the implementation of the group\u2019s revised strategy, and the decision to formalise the split of the Group\u2019s investment
\nactivities into three thematic areas (Life Sciences, Deeptech and Cleantech), the Directors have concluded that it is no longer
\nappropriate to aggregate the Group\u2019s venture capital investing activities into a single operating segment and have accordingly
\npresented the three thematic areas as separate segments. Reporting line items within Venture Capital investing which are not
\nallocated by thematic sector are presented in the \u2018Venture Capital investing: other\u2019 segment.
\nThese activities are described in further detail in the strategic report on pages 23 to 37.
\nYear ended 31 December 2022
\nVenture
\ncapital
\ninvesting:
\nLife
\nSciences
\n\u00a3m
\nOf which
\nOxford
\nNanopore
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nDeeptech
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nCleantech
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nOther
\n\u00a3m
\nThird party
\nfund
\nmanagement
\n\u00a3m
\nConsolidated
\n\u00a3m
\nSTATEMENT OF COMPREHENSIVE INCOME
\nPortfolio return and revenue
\nChange in fair value of equity and debt
\ninvestments
(399.4)
(369.7)
(21.0)
114.6
2.4
\u2013
(303.4)
\n(Loss)/gain on disposal of equity and debt
\ninvestments
(12.1)
\u2013
4.0
\u2013
0.3
\u2013
(7.8)
\nChange in fair value of limited and limited
\nliability partnership interests
2.1
\u2013
2.1
\nLoss on disposal of subsidiary
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
\nRevenue from services and other income
1.1
6.0
7.1
\n(411.5)
(369.7)
(17.0)
114.6
5.9
6.0
(302.0)
\nAdministrative expenses
\n1
\nCarried interest plan charge
\n1
\n(12.0)
\u2013
(12.0)
\nShare-based payment charge
\n1
\n(2.6)
(0.3)
(2.9)
\nOther administrative expenses
\n1
\n(22.1)
(5.3)
(27.4)
\n(36.7)
(5.6)
(42.3)
\nOperating loss
(334.7)
0.4
(344.3)
\nFinance income
\n1
\n2.1
0.1
2.2
\nFinance costs
\n1
\n(1.4)
\u2013
(1.4)
\nLoss before taxation
(344.0)
0.5
(343.5)
\nTaxation
\n1
\n(1.0)
\u2013
(1.0)
\nLoss for the year
(344.0)
0.5
(344.5)
\n
\n
\n.
\nYear ended 31 December 2022
\nVenture
\ncapital
\ninvesting:
\nLife
\nSciences
\n\u00a3m
\nOf which
\nOxford
\nNanopore
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nDeeptech
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nCleantech
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nOther
\n\u00a3m
\nThird party
\nfund
\nmanagement
\n\u00a3m
\nConsolidated
\n\u00a3m
\nSTATEMENT OF FINANCIAL POSITION
\nAssets
613.8
205.5
230.5
243.8
451.9
17.8
1,557.8
\nLiabilities
\n1
\n(176.0)
(5.7)
(181.7)
\nNet Assets
1,364.0
12.1
1,376.1
\nOther segment items
\nPurchase of debt & equity investments
(38.9)
(3.2)
(20.4)
(22.3)
(7.3)
\u2013
(88.9)
\nRealisations
15.6
\u2013
8.7
3.5
0.3
\u2013
28.1
\nYear ended 31 December 2021
\nVenture
\ncapital
\ninvesting:
\nLife
\nSciences
\n\u00a3m
\nOf which
\nOxford
\nNanopore
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nDeeptech
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nCleantech
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nOther
\n\u00a3m
\nThird party
\nfund
\nmanagement
\n\u00a3m
\nConsolidated
\n\u00a3m
\nSTATEMENT OF COMPREHENSIVE INCOME
\nPortfolio return and revenue
\nChange in fair value of equity and debt
\ninvestments
319.9
284.8
47.0
30.4
18.6
\u2013
415.9
\nGain on disposal of equity investments
55.4
12.3
25.4
0.5
0.2
\u2013
81.5
\nChange in fair value of limited and limited
\nliability partnership interests
1.8
\u2013
1.8
\nLoss on deconsolidation of subsidiary
\u2013
\u2013
\u2013
\u2013
(3.8)
\u2013
(3.8)
\nRevenue from services and other income
5.7
7.9
13.6
\n375.3
297.1
72.4
30.9
22.5
7.9
509.0
\nAdministrative expenses
1
\nCarried interest plan charge
\n1
\n(17.2)
\u2013
(17.2)
\nShare-based payment charge
\n1
\n(2.5)
(0.1)
(2.6)
\nOther administrative expenses
\n1
\n(28.7)
(4.5)
(33.2)
\n(48.4)
(4.6)
(53.0)
\nOperating profit
452.7
3.3
456.0
\nFinance income
\n1
\n0.4
\u2013
0.4
\nFinance costs
\n1
\n(1.8)
\u2013
(1.8)
\nProfit before taxation
451.3
3.3
454.6
\nTaxation
\n1
\n(5.3)
\u2013
(5.3)
\nProfit for the year
446.0
3.3
449.3
\n
\n
\n
OUR FINANCIALS
.
\nYear ended 31 December 2021
\nVenture
\ncapital
\ninvesting:
\nLife
\nSciences
\n\u00a3m
\nOf which
\nOxford
\nNanopore
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nDeeptech
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nCleantech
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nOther
\n\u00a3m
\nThird party
\nfund
\nmanagement
\n\u00a3m
\nConsolidated
\n\u00a3m
\nSTATEMENT OF FINANCIAL POSITION
\nAssets
1,005.1
572.0
250.3
100.9
505.8
17.2
1,879.3
\nLiabilities
\n1
\n(137.4)
(3.8)
(141.2)
\nNet Assets
1,724.7
13.4
1,738.1
\nOther segment items
\nPurchase of debt & equity investments
(52.2)
(18.7)
(6.7)
(11.9)
(32.9)
\u2013
(103.7)
\nRealisations
167.7
84.1
41.7
2.8
1.2
\u2013
213.4
\n1
\nThese amounts cannot be apportioned to the individual segments of the venture capital investing business.
\n6
.
Auditor\u2019s remuneration
\nDetails of the auditor\u2019s remuneration are set out below:
\n2022
\n\u00a3000
\n2021
\n1
\n\u00a3000
\nAudit fees in respect of Group and subsidiaries, audited by KPMG LLP
578.9
398.3
\nInterim review fee, for review performed by Group auditor KPMG LLP
60.0
55.0
\nAudit fees in respect of Funds, audited by KPMG LLP
15.0
108.1
\nAudit fees in respect of subsidiary companies, audited by Moore Northern Home Counties Limited
68.7
62.0
\nTotal assurance services
722.6
623.4
\nAll other services performed by Group auditor KPMG LLP
\u2013
5.0
\nTotal non\u2013assurance services performed by Group auditor KPMG LLP
\u2013
5.0
\n1
\nThe 2021 audit fee in respect of IPG Cayman LP included within Audit fees in respect of Funds above was pro-rated to reflects its de-consolidation in November 2021.
\n
\n
\n
\n
OUR FINANCIALS
.
\nNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
7
.
Operating (loss)/profit
\nOperating (loss)/profit has been arrived at after charging:
\n2022
\n\u00a3000
\n2021
\n\u00a3000
\nDepreciation of right of use asset, property, plant and equipment
(0.6)
(1.6)
\nEmployee costs (see note 9)
(20.0)
(22.5)
\nLoss on disposal or deconsolidation of subsidiary (see note 22)
\u2013
(3.8)
\n8
.
Other administrative expenses
\nOther administrative expenses comprise:
\n2022
\n\u00a3000
\n2021
\n\u00a3000
\nEmployee costs (less share-based payment charge)
17.1
19.9
\nProfessional services
4.0
5.5
\nConsolidated portfolio company costs
0.1
0.1
\nDepreciation of tangible assets
0.6
1.6
\nOther expenses
5.6
6.1
\n27.4
33.2
\n
\n
\n
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
9
.
Employee costs
\nAccounting Policy
\nEmployee benefits
\nPension obligations
\nThe Group operates a company defined contribution pension scheme for which all employees are eligible. The assets of
\nthe scheme are held separately from those of the Group in independently administered funds. The Group currently makes
\ncontributions on behalf of employees to this scheme or to employee personal pension schemes on an individual basis.
\nThe Group has no further payment obligations once the contributions have been paid. The contributions are recognised as
\nemployee benefit expenses when they are due.
\nShare\u2013based payments
\nThe Group engages in equity-settled share-based payment transactions in respect of services receivable from employees,
\nby granting employees conditional awards of ordinary shares subject to certain vesting conditions. Conditional awards of
\nshares are made pursuant to the Group\u2019s Long Term Incentive Plan (\u201cLTIP\u201d) awards and/or the Group\u2019s Annual Incentive Scheme
\n(\u201cAIS\u201d). The fair value of the shares is estimated at the date of grant, taking into account the terms and conditions of the award,
\nincluding market-based performance conditions.
\nThe fair value at the date of grant is recognised as an expense over the period that the employee provides services, generally the
\nperiod between the start of the performance period and the vesting date of the shares. The corresponding credit is recognised
\nin retained earnings within total equity. The fair value of services is calculated using the market value on the date of award and is
\nadjusted for expected and actual levels of vesting. Where conditional awards of shares lapse, the expense recognised to date is
\ncredited to the statement of comprehensive income in the year in which they lapse. Where the terms for an equity-settled award
\nare modified, and the modification increases the total fair value of the share-based payment or is otherwise beneficial to the
\nemployee at the date of modification, the incremental fair value is amortised over the vesting period.
\nSee the Directors\u2019 Remuneration Report on pages 140 to 162 and note 22 for further details.
\nEmployee costs (including Executive Directors) comprise:
\n2022
\n\u00a3000
\n2021
\n\u00a3000
\nSalaries
11.6
12.6
\nDefined contribution pension cost
1.0
1.0
\nShare\u2013based payment charge (see note 23)
2.9
2.6
\nOther bonuses accrued in the year
3.0
4.8
\nSocial security
1.5
1.4
\nTotal staff costs
20.0
22.4
\nThe average monthly number of persons (including executive directors) employed by the Group during the year was 99, all of whom
\nwere involved in management and administration activities (2021: 104). Details of the directors\u2019 remuneration can be found in the
\nDirectors\u2019 Remuneration Report on pages 140 to 162.
\n
\n
\n
10
.
Taxation
\nAccounting Policy:
\nDeferred tax
\nFull provision is made for deferred tax on all temporary differences resulting from the carrying value of an asset or liability and its
\ntax base. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting
\ndate and are expected to apply when the related deferred tax asset is realised or deferred tax liability settled. Deferred tax assets
\nare recognised to the extent that it is probable that the deferred tax asset will be recovered in the future.
\n2022
\n\u00a3000
\n2021
\n\u00a3000
\nCurrent tax
\nUK corporation tax on profits for the year
\u2013
\u2013
\nForeign tax
\u2013
0.1
\n\u2013
0.1
\nDeferred tax
1.0
5.2
\nTotal tax
1.0
5.3
\nThe Group primarily seeks to generate capital gains from its holdings in spin-out companies over the longer-term. The majority of
\nthese capital gains qualify for UK Substantial Shareholding Exemption (\u201cSSE\u201d) and are therefore not taxable, resulting in the Group
\nmaking annual net operating losses from its operations from a UK tax perspective.
\nGains arising on sales of holdings which do not qualify for SSE will ordinarily give rise to taxable profits for the Group, to the extent that
\nthese exceed the Group\u2019s ability to offset gains against current and brought forward tax losses (subject to the relevant restrictions on
\nthe use of brought\u2013forward losses). In such cases, a deferred tax liability is recognised in respect of estimated tax amount payable.
\n
\n
\n
\nThe amount for the year can be reconciled to the profit per the statement of comprehensive income as follows:
\n2022
\n\u00a3000
\n2021
\n\u00a3000
\n(Loss)/profit before tax
(343.5)
454.6
\nTax at the UK corporation tax rate of 19% (2021: 19%)
(65.3)
86.4
\nExpenses not deductible for tax purposes
2.3
3.3
\nIncome not taxable
1.5
(15.4)
\nPrior year adjustment on deferred tax
0.4
0.1
\nNon\u2013taxable income on deconsolidation of subsidiaries
\u2013
0.1
\nFair value movement on investments qualifying for SSE
58.4
(79.0)
\nMovement on share\u2013based payments
0.4
0.4
\nMovement in tax losses arising not recognised
2.9
8.0
\nRate change on deferred tax
0.4
1.4
\nTotal tax charge
1.0
5.3
\nAt 31 December 2022, deductible temporary differences and unused tax losses, for which no deferred tax asset has been recognised,
\ntotalled \u00a3278.7m (2021: \u00a3264.4m). An analysis is shown below:
\n2022
2021
\nAmount
\n\u00a3m
\nDeferred
\ntax
\n\u00a3m
\nAmount
\n\u00a3m
\nDeferred
\ntax
\n\u00a3m
\nAccelerated capital allowances
(0.5)
(0.1)
(0.2)
(0.1)
\nShare\u2013based payment costs and other temporary differences
(15.5)
(3.9)
(25.8)
(6.4)
\nUnused tax losses
(262.7)
(65.7)
(238.4)
(59.6)
\n(278.7)
(69.7)
(264.4)
(66.1)
\nAt 31 December 2022, deductible temporary differences and unused tax losses, for which a deferred tax asset/(liability) has been
\nrecognised, totalled \u00a327.3m (2021: \u00a323.7m). An analysis is shown below:
\n2022
2021
\nAmount
\n\u00a3m
\nDeferred
\ntax
\n\u00a3m
\nAmount
\n\u00a3m
\nDeferred
\ntax
\n\u00a3m
\nTemporary timing differences
79.7
19.9
78.4
19.5
\nUnused tax losses
(52.4)
(13.1)
(54.7)
(13.7)
\n27.3
6.8
23.7
5.8
\n
\n
\n
11
.
Earnings per share
\nEarnings
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nEarnings for the purposes of basic and dilutive earnings per share
(341.5)
448.5
\nNumber of shares
\n2022
\nNumber of
\nshares
\n2021
\nNumber of
\nshares
\nWeighted average number of ordinary shares for the purposes of basic
\nearnings per share
1,034,483,278
1,059,547,189
\nEffect of dilutive potential ordinary shares:
\nOptions or contingently issuable shares
\u2013
16,431,907
\nWeighted average number of ordinary shares for the purposes of diluted
\nearnings per share
1,034,483,278
1,075,979,096
\n2022
\npence
\n2021
\npence
\nBasic
(33.01)
42.33
\nDiluted
(33.01)
41.68
\nNo adjustment has been made to the basic loss per share in the year ended 31 December 2022, as the exercise of share options
\nwould have the effect of reducing the loss per ordinary share, and therefore is not dilutive.
\nPotentially dilutive ordinary shares include contingently issuable shares arising under the Group\u2019s LTIP arrangements, and options
\nissued as part of the Group\u2019s Sharesave schemes and Deferred Bonus Share Plan (for annual bonuses deferred under the terms of
\nthe Group\u2019s Annual Incentive Scheme).
\n
\n
\n
12
.
Categorisation of financial instruments
\nAccounting policy:
\nFinancial assets and liabilities
\nFinancial assets and liabilities are recognised in the balance sheet when
\nthe relevant Group entity becomes a party to the contractual provisions
\nof the instrument. De\u2013recognition occurs when rights to cash flows from a
\nfinancial asset expire, or when a liability is extinguished.
\nDerivative financial instruments are accounted for at fair value through
\nprofit and loss in accordance with IFRS 9. They are revalued at the
\nbalance sheet date based on market prices, with any change in fair
\nvalue being recorded in profit and loss. Derivatives are recognised in the
\nConsolidated statement of financial position as a financial asset when
\ntheir fair value is positive and as a financial liability whey their fair value is
\nnegative. The Group\u2019s derivative financial instruments are not designated
\nas hedging instruments.
\nFinancial assets
\nIn respect of regular way purchases or sales, the Group uses trade date
\naccounting to recognise or derecognise financial assets.
\nThe Group classifies its financial assets into one of the categories listed
\nbelow, depending on the purpose for which the asset was acquired.
\nAt fair value through profit or loss
\nHeld for trading and financial assets are recognised at fair value
\nthrough profit and loss. This category includes equity investments,
\ndebt investments and investments in limited partnerships. Investments
\nin associated undertakings, which are held by the Group with a view
\nto the ultimate realisation of capital gains, are also categorised as at
\nfair value through profit or loss. This measurement basis is consistent
\nwith the fact that the Group\u2019s performance in respect of investments in
\nequity investments, limited partnerships and associated undertakings
\nis evaluated on a fair value basis in accordance with an established
\ninvestment strategy.
\nFinancial assets at fair value through profit or loss are initially recognised
\nat fair value and any gains or losses arising from subsequent
\nchanges in fair value are presented in profit or loss in the statement of
\ncomprehensive income in the period which they arise.
\nAt amortised cost
\nThese assets are non\u2013derivative financial assets with fixed and
\ndeterminable payments that are not quoted in an active market. They
\narise principally through the provision of services to customers (trade
\nreceivables) and are carried at cost less provision for impairment.
\nDeposits
\nDeposits comprise longer\u2013term deposits held with financial institutions
\nwith an original maturity of greater than three months and, in line with IAS
\n7 are not included within cash and cash equivalents. Cash flows related
\nto amounts held on deposit are presented within investing activities in the
\nconsolidated statement of cash flows.
\nCash and cash equivalents
\nCash and cash equivalents include cash in hand and short\u2013term
\ndeposits held with financial institutions with an original maturity of three
\nmonths or less.
\nFinancial liabilities
\nCurrent financial liabilities are composed of trade payables and other
\nshort\u2013term monetary liabilities, which are recognised at amortised cost.
\nNon\u2013current liabilities are composed of loans from Limited Partners of
\nconsolidated funds, outstanding amounts drawn down from a debt
\nfacility provided by the European Investment Bank, loan notes provided
\nby Phoenix Group, carried interest plans liabilities, and revenue share
\nliabilities arising as a result of the Group\u2019s former Technology Pipeline
\nAgreement with University College London.
\nUnless otherwise indicated, the carrying amounts of the Group\u2019s financial
\nliabilities are a reasonable approximation to their fair value. Non\u2013current
\nliabilities are recognised initially at fair value net of transaction costs
\nincurred, and subsequently at amortised cost.
\n
\n
\n
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
Financial assets
\nAt fair
\nvalue
\nthrough
\nprofit or loss
\n\u00a3m
\nAmortised
\ncost
\n\u00a3m
\nTotal
\n\u00a3m
\nAt 31 December 2022
\nEquity investments
1,120.8
\u2013
1,120.8
\nDebt investments
38.1
\u2013
38.1
\nLimited and limited liability partnership interests
99.6
\u2013
99.6
\nTrade and other receivables
\u2013
8.8
8.8
\nReceivables on sale of debt and equity investments
48.2
\u2013
48.2
\nDeposits
\u2013
152.8
152.8
\nCash and cash equivalents
\u2013
88.7
88.7
\nAt 31 December 2022
1,306.7
250.3
1,557.0
\nAt 31 December 2021
\nEquity investments
1,391.8
\u2013
1,391.8
\nDebt investments
22.8
\u2013
22.8
\nLimited and limited liability partnership interests
92.9
\u2013
92.9
\nTrade and other receivables
\u2013
6.9
6.9
\nReceivables on sale of debt and equity investments
42.3
\u2013
42.3
\nDeposits
\u2013
216.2
216.2
\nCash and cash equivalents
\u2013
105.7
105.7
\nAt 31 December 2021
1,549.8
328.8
1,878.6
\nIn light of the credit ratings applicable to the Group\u2019s cash and cash equivalent and deposits, (see note 3 for further details), we
\nestimate expected credit losses on the Group\u2019s receivables to be under \u00a30.1m and therefore not disclosed further (2021: less than
\n\u00a30.1m), similarly we have not presented an analysis of credit ratings of trade and other receivable and receivables on sale of debt
\nand equity investments.
\nAll net fair value gains in the year are attributable to financial assets designated at fair value through profit or loss on initial
\nrecognition (2021: all net fair value gains in the year are attributable to financial assets designated at fair value through profit or loss
\non initial recognition).
\nInterest income of \u00a3nil (2021: \u00a3nil) is attributable to financial assets classified as fair value through profit and loss.
\n
\n
\n
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
13
.
Portfolio: Equity and debt investments
\nAccounting policy:
\nFair value hierarchy
\nThe Group classifies financial assets using a fair value hierarchy that reflects the significance of the inputs used in making the related fair value
\nmeasurements. The level in the fair value hierarchy, within which a financial asset is classified, is determined on the basis of the lowest level input that is
\nsignificant to that asset\u2019s fair value measurement. The fair value hierarchy has the following levels:
\nLevel 1 \u2013 Quoted prices in active markets.
\nLevel 2 \u2013 Inputs other than quoted prices that are observable, such as prices from market transactions.
\nLevel 3 \u2013 One or more inputs that are not based on observable market data.
\nEquity investments
\nFair value is the underlying principle and is defined as \u201cthe price that would be received to sell an asset in an orderly transaction between market
\nparticipants at the measurement date\u201d (IPEV guidelines, December 2022).
\nWhere the equity structure of a portfolio company involves different class rights in a sale or liquidity event, the Group takes these different rights into
\naccount when forming a view on the value of its investment.
\nValuation techniques used
\nThe fair value of unlisted securities is established using appropriate valuation techniques in line with December 2022 IPEV guidelines. The selection
\nof appropriate valuation techniques is considered on an individual basis in light of the nature, facts and circumstances of the investment and in the
\nexpected view of market participants. The Group selects valuation techniques which make maximum use of market\u2013based inputs. Techniques are
\napplied consistently from period to period, except where a change would result in better estimates of fair value. Several valuation techniques may be
\nused so that the results of one technique may be used as a cross check/corroboration of an alternative technique.
\nValuation techniques used include:
\n\u2022
Quoted bid price: The fair values of quoted investments are based on bid prices in an active market at the reporting date.
\n\u2022
Recent financing: The fair value of unquoted investments which have recently raised equity financing may be calculated with reference to the price of
\nthe recent investment. For investments for which the capital structure involves different class rights in a sale or liquidity event, a full scenario analysis via
\nthe use of the probability\u2013weighted expected return method (PWERM) is used to calculate the implied values of the existing share classes.
\n\u2022
Other: Future market/commercial events: Scenario analysis is used, which is a forward\u2013looking method that considers one or more possible future
\nscenarios. These methods include simplified scenario analysis and relative value scenario analysis, which tie to the fully diluted (\u201cpost\u2013money\u201d)
\nequity value. The PWERM method may be utilised for this valuation technique for investments which have an equity structure which involves different
\nclass rights in a sale or liquidity event.
\n\u2022
Other: Adjusted recent financing price based on past performance: The milestone approach involves making an assessment as to whether there
\nis an indication of change in fair value based on a consideration of the relevant milestones, typically agreed at the time of making the investment
\ndecision.
\n\u2022
Other: Discounted cash flows: deriving the value of a business by calculating the present value of expected future cash flows.
\n\u2022
Other: Revenue multiple: the application of an appropriate multiple to a performance measure (such as earnings or revenue) of the investee
\ncompany in order to derive a value for the business.
\n
\n
\n
The fair value indicated by a recent transaction is used to calibrate inputs used with valuation techniques including those noted on page 213. At each
\nmeasurement date, an assessment is made as to whether changes or events subsequent to the relevant transaction would imply a change in the
\ninvestment\u2019s fair value. The Price of a Recent Investment is not considered a standalone valuation technique (see further considerations below). Where
\nthe current fair value of an investment is unchanged from the price of a recent financing, the Group refers to the valuation basis as \u2018Recent Financing\u2019.
\nPrice of recent investment as an input in assessing fair value
\nThe Group considers that fair value estimates which are based primarily on observable market data will be of greater reliability than those based on
\nassumptions. Given the nature of the Group\u2019s investments in seed, start\u2013up and early\u2013stage companies, where there are often no current and no short\u2013
\nterm future earnings or positive cash flows, it can be difficult to gauge the probability and financial impact of the success or failure of development or
\nresearch activities and to make reliable cash flow forecasts. Consequently, in many cases the most appropriate approach to fair value is a valuation
\ntechnique which is based on market data such as the price of a recent investment, and market participant assumptions as to potential outcomes.
\nCalibrating such scenarios or milestones may result in a fair value equal to price of recent investment for a limited period of time. Often qualitative
\nmilestones provide a directional indication of the movement of fair value.
\nIn applying a calibrated scenario or milestone-approach to determine fair value, consideration is given to performance against milestones that were
\nset at the time of the original investment decision, as well as taking into consideration the key market drivers of the investee company and the overall
\neconomic environment. Factors that the Group considers include, inter alia, technical measures such as product development phases and patent
\napprovals, financial measures such as cash burn rate and profitability expectations, and market and sales measures such as testing phases, product
\nlaunches and market introduction.
\nWhere the Group considers that there is an indication that the fair value has changed, an estimation is made of the required amount of any adjustment
\nfrom the last price of recent investment.
\nWhere a deterioration in value has occurred, the Group reduces the carrying value of the investment to reflect the estimated decrease. If there is
\nevidence of value creation the Group may consider increasing the carrying value of the investment; however, in the absence of additional financing
\nrounds or profit generation it can be difficult to determine the value that a market participant may place on positive developments given the potential
\noutcome and the costs and risks to achieving that outcome and accordingly caution is applied.
\nDebt investments
\nDebt investments are generally unquoted debt instruments which are convertible to equity at a future point in time. Such instruments are considered
\nto be hybrid instruments containing a fixed rate debt host contract with an embedded equity derivative. The Group designates the entire hybrid
\ncontract at fair value through profit or loss on initial recognition and, accordingly, the embedded derivative is not separated from the host contract and
\naccounted for separately. The price at which the debt investment was made may be a reliable indicator of fair value at that date depending on facts
\nand circumstances. Any subsequent remeasurement will be recognised as changes in fair value in the statement of comprehensive income.
\nDisclosure of unrealised and realised gains and losses
\n\u2018Change in fair value of equity and debt investments\u2019 per the Group Income Statement represents unrealised revaluation gains and losses on the
\nGroup\u2019s portfolio of investment.
\nGains on disposal of equity investments represents the difference between the fair value of consideration received and the carrying value at the start of
\nthe accounting period for the investment in question.
\nChanges in fair values of investments do not constitute revenue
\n
\n
.
\nTop 20 Equity and Debt Investments by holding value
\nThe following table lists information on the 20 most valuable portfolio company investments, which represent 71% of the total portfolio
\nvalue (2021: 75%). Detail on the performance of these companies is included in the Life Sciences, Deeptech and Cleantech portfolio
\nreviews.
\nThe Group engages third-party valuation specialists to provide valuation support where required; during the period we
\ncommissioned third-party valuations on nine out of the top 20 holdings (2021: three).
\nCompany name
Primary valuation basis
\nFair value
\nof Group
\nholding at
\n31 Dec 2022
\n\u00a3m
\nOxford Nanopore Technologies plc
Quoted bid price
205.5
\nFirst Light Fusion Limited
*Adjusted funding
114.5
\nIstesso Limited
*DCF
95.6
\nOxbotica Limited
Recent financing (< 12 months)
65.9
\nFeaturespace Limited
*Revenue multiple
64.1
\nHinge Health, Inc.
*Adjusted funding
53.6
\nUltraleap Holdings Limited
*Adjusted funding
37.9
\nGarrison Technology Limited
*Future market/commercial events
27.7
\nIeso Digital Health Limited
Recent financing (> 12 months)
21.8
\nAkamis Bio Limited
*Adjusted funding
21.3
\nBramble Energy Limited
Recent financing (< 12 months)
20.9
\nOxford Science Enterprises plc
Recent financing (< 12 months)
20.6
\nCrescendo Biologics Limited
Recent financing (< 12 months)
18.7
\nHysata Pty Ltd
Recent financing (< 12 months)
18.7
\nArtios Pharma Limited
Recent financing (> 12 months)
18.3
\nMission Therapeutics Limited
*Recent financing (> 12 months)
18.1
\nNexeon Limited
Recent financing (< 12 months)
16.6
\nSalt Pay Co. Limited
*Adjusted funding
16.5
\nMicrobiotica Limited
Recent financing (< 12 months)
16.1
\nOxular Limited
Recent financing (> 12 months)
15.9
\nTotal
888.3
\n* Third-party valuation specialists used for 31 December 2022 valuation. In these instances, the valuation basis is management\u2019s assessment of the primary valuation
\ninput used by the third-party valuation specialist.
\n
\n
\nLevel 1
Level 3
\nEquity
\ninvestments
\nin quoted
\nspin\u2013out
\ncompanies
\n\u00a3m
\nUnquoted
\nequity
\ninvestments
\nin spin\u2013out
\ncompanies
\n\u00a3m
\nDebt
\ninvestments
\nin unquoted
\nspin\u2013out
\ncompanies
\n\u00a3m
\nTotal
\n\u00a3m
\nAt 1 January 2022
662.7
729.1
22.8
1,414.6
\nInvestments during the year
7.3
61.4
20.2
88.9
\nTransaction\u2013based reclassifications during the year
\u2013
8.4
(8.4)
\u2013
\nOther transfers between hierarchy levels during the year
\u2013
\u2013
\u2013
\u2013
\nDisposals during period
(27.5)
(14.2)
\u2013
(41.7)
\nFees settled via equity
\u2013
0.5
\u2013
0.5
\nChange in revenue share
\n1
\n\u2013
\u2013
\u2013
\u2013
\nChange in fair value in the year
\n2
\n(416.0)
93.6
3.1
(319.3)
\nChange in FX
\n2
\n2.2
13.3
0.4
15.9
\nAt 31 December 2022
228.7
892.1
38.1
1,158.9
\nAt 1 January 2021
83.4
1,040.6
38.7
1,162.7
\nInvestments during the year
4.8
89.7
9.2
103.7
\nTransaction\u2013based reclassifications during the year
\u2013
23.8
(23.8)
\u2013
\nDeconsolidation of United States portfolio
\u2013
(109.4)
(3.3)
(112.7)
\nTransfers from investment in Limited Partnership funds
\u2013
3.5
\u2013
3.5
\nOther transfers between hierarchy levels during the year
383.2
(383.2)
\u2013
\u2013
\nDisposals during period
(80.8)
(76.7)
(1.6)
(159.1)
\nFees settled via equity
\u2013
0.5
\u2013
0.5
\nChange in revenue share
\n1
\n\u2013
0.1
\u2013
0.1
\nChange in fair value in the year
\n2
\n270.3
137.1
3.7
411.1
\nChange in FX
\n2
\n1.8
3.1
(0.1)
4.8
\nAt 31 December 2021
662.7
729.1
22.8
1,414.6
\n1
\nFor description of revenue share arrangement see description in note 19.
\n2
\nThe total unrealised change in fair value and FX in respect of Level 3 investments was a gain of \u00a3110.4m (2021: gain of \u00a3143.8m).
\nUnquoted equity and debt investment are measured in accordance with IPEV guidelines with reference to the most appropriate
\ninformation available at the time of measurement. Where relevant, several valuation approaches are used in arriving at an estimate
\nof fair value for an individual asset.
\n
\n
For assets and liabilities that are recognised at fair value on a recurring basis, the Group determines whether transfers have
\noccurred between levels in the hierarchy by re\u2013assessing categorisation (based on the lowest level input that is significant to the
\nfair value measurement as a whole) at the end of each reporting period. Transfers between levels are then made as if the transfer
\ntook place on the first day of the period in question, except in the cases of transfers between tiers based on an initial public offering
\n(\u201cIPO\u201d) of an investment wherein the changes in value prior to the IPO are calculated and reported in level 3, and those changes post
\nare attributed to level 1.
\nTransfers between level 3 and level 1 occur when a previously unquoted investment undertakes an initial public offering, resulting
\nin its equity becoming quoted on an active market. In the current period, transfers of this nature amounted to \u00a3nil (2021: \u00a3383.2m).
\nTransfers between level 1 and level 3 would occur when a quoted investment\u2019s market becomes inactive, or the portfolio company
\nelects to delist. There have been no instances in the current year (2021: no such instances).
\nTransfers between level 3 debt and level 3 equity occur upon conversion of convertible debt into equity. In the current period,
\ntransfers of this nature amounted to \u00a38.4m (2021: \u00a323.8m).
\nThe Group has considered the impact of ESG and climate change issues on its portfolio, including performing a materiality
\nassessment (see TCFD disclosures on page 72) which suggested the Group\u2019s portfolio has a relatively low level of climate change
\nrisk, and clear areas of opportunity via the Group\u2019s Cleantech investments. To view the portfolio split by sector, please refer to the
\nportfolio analysis by sector on page 24. We believe our current valuation approach, based largely on quoted valuations, and recent
\nfinancing transactions, reflects market participant assessment of the ESG and climate risks and opportunities of our portfolio.
\nValuation inputs and sensitivities
\nUnobservable inputs are typically portfolio company-specific and, based on a materiality assessment, are not considered
\nsignificant either at an individual company level or in aggregate where relevant for common factors such as discount rates.
\nThe sensitivity analysis table on page 218 has been prepared in recognition of the fact that some of the valuation methodologies
\napplied by the Group in valuing the portfolio investments involve subjectivity in their significant unobservable inputs. The table
\nillustrates the sensitivity of the valuations to these inputs. The inputs of investments valued using techniques which involve significant
\nsubjectivity have been flexed by +/- 10%.
\n
\n
\n
Valuation Technique
Fair value of
\ninvestments
\nVariable inputs
Variable
\ninput
\nsensitivity
\nPositive impact
Negative impact
Fair value of
\ninvestments
\n2022
\n\u00a3m
\n%
\u00a3m
% of NAV
\u00a3m
% of NAV
2021
\n\u00a3m
\nQuoted
228.7
n/a
+/\u201310
22.9
1.7
(22.9)
(1.7)
662.7
\nRecent financing
\n<12 months
\n289.8
n/a
+/\u201310
29.0
2.1
(29.0)
(2.1)
388.6
\nRecent financing
\n>12 months
\n117.8
n/a
+/\u201310
11.8
0.9
(11.8)
(0.9)
71.6
\nOther: Future market/
\ncommercial events
\n40.7
\u2022
Estimated impact of future event
\n\u2022
Execution risk discount applied to
\nfuture event (where positive)
\n\u2022
Scenario probabilities
\n\u2022
Discount rates
\n\u2022
Extent to which future event
\nis indicative of facts and
\ncircumstances in existence at the
\nbalance sheet date
\n+/\u201310
4.1
0.3
(4.1)
(0.3)
39.5
\nOther: Adjusted recent
\nfinancing
\nprice based on past
\nperformance*
\n306.3
\u2022
Company-specific milestone
\nanalysis
\n+/\u201310
30.6
2.2
(30.6)
(2.2)
147.4
\nOther: Revenue
\nmultiple*
\n77.9
\u2022
Estimate of future recurring
\nrevenues
\n\u2022
Selection of comparable
\ncompanies
\n+/\u201310
7.8
0.6
(7.8)
(0.6)
19.2
\nOther: DCF*
97.7
\u2022
Discount rate
\n\u2022
Clinical trial and drug approval
\nsuccess rates
\n\u2022
Estimate of value and structure
\nof a potential pharmaceutical
\npartnership
\n\u2022
Estimate of addressable market
\n\u2022
Market share and royalty rates
\n\u2022
Probability estimation of liquidity
\nevent
\n+/\u201310
9.8
0.7
(9.8)
(0.7)
85.6
\nTotal
1,158.9
116.0
8.4
(116.0)
(8.4)
1,414.6
\n* Due to the large number of inputs used in the valuation of these assets, unobservable inputs are below a size threshold that would warrant disclosure under IFRS 13,
\nparagraph 93(d). Due to the large number of inputs, any range of reasonably possible alternative assumptions does not significantly impact the fair value and hence
\nno valuation sensitivity is required under IFRS 13 paragraph 93(h)(ii).
\n
\n
Within the \u2018Other: DCF\u2019 category on page 218 is Istesso Limited, whose equity is valued at \u00a380.8m as at 31 December 2022 (2021:
\n\u00a380.8m). Our estimated range for the value of the Group\u2019s equity investment in Istesso based on this DCF model as at 31 December
\n2022 is \u00a365.0m to \u00a3105.0m (2021: \u00a366.3m to \u00a3106.0m).
\nWithin the \u2018Adjusted valuation\u2019 category on page 218 is First Light Fusion Limited, whose equity is valued at \u00a3114.5m as at 31 December
\n2022 (2021: \u00a357.3m). The valuation of this company involves an assessment against comparable companies and involves certain key
\nassumptions around their comparability and First Light\u2019s assumed maturity value. Our estimated range for the value of the Group\u2019s
\nequity investment in First Light Fusion based on this model as at 31 December 2022 is \u00a392.5m to \u00a3185.8m (2021: The company was
\nvalued based on a recent financing price).
\nIn addition to Istesso Limited and First Light Fusion Limited, eight other assets were reviewed by external valuers. The aggregate of the
\nrange of valuations they concluded upon for these assets was \u00a3234.7m-\u00a3286.5m, and we have selected points within these ranges
\nwhich in aggregate total \u00a3246.7m.
\nChange in fair value in the year
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nFair value gains
183.3
479.0
\nFair value losses
(486.7)
(63.1)
\n(303.4)
415.9
\nThe Company\u2019s interests in subsidiary undertakings are listed in note 10 to the Company\u2019s financial statements.
\nCurrency risk
\nExposure to currency risk through asset allocation, which is calculated by reference to the currency in which the asset or liability is
\nquoted, is shown below.
\nAt 31 December 2022
\nInvestments
\n\u00a3m
\nSensitivity
\n+/- 1%
\n\u00a3m
\nUS dollar
102.2
1.0
\nAustralian dollar
49.6
0.5
\nEuro
3.0
\u2013
\nSwedish Krona
1.5
\u2013
\nTotal
156.3
1.5
\n
\n
\n
At 31 December 2021
\nInvestments
\n\u00a3m
\nSensitivity
\n+/- 1%
\n\u00a3m
\nUS dollar
139.0
1.4
\nAustralian dollar
26.6
0.3
\nEuro
\u2013
\u2013
\nTotal
165.6
1.7
\n14
.
Portfolio: Limited and limited liability partnership interests
\nAccounting Policy:
\nValuations in respect of Limited and Limited Liability Funds are based on IP Group\u2019s share of the Net Asset Value of the fund as per
\nthe audited financial statements prepared by the fund manager. The key judgements in the preparation of these accounts relate
\nto the valuation of unquoted investments.
\nInvestments in these Limited and Limited Liability Partnerships are recognised at fair value through profit and loss in accordance
\nwith IFRS 9.
\n\u2018Changes in fair value of Limited Partnership investments\u2019 per the Group Income Statement represents revaluation gains and
\nlosses on the Group\u2019s investment in Limited Partnership funds.
\nFund interests are valued on a net asset basis, estimated based on the managers\u2019 NAVs. Manager\u2019s NAVs apply valuation techniques
\nconsistent with IFRS and are subject to audit (received in arrears of the publication of the Group\u2019s results hence marked as unaudited
\nin the table below). Managers\u2019 NAVs are usually published quarterly, two to four months after the quarter end. The below table
\nanalyses the fund valuations with reference to manager NAV dates used at 31 December.
\nLimited & Limited Liability Partnerships
\nFunctional
\ncurrency
Status
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nIPG Cayman Fund L.P.
USD
Unaudited &
\nAdjusted
80.0
72.6
\nUCL Technology Fund L.P.
GBP
Unaudited
16.9
17.7
\nTechnikos LLP
GBP
Unaudited
2.7
2.6
\nTotal
99.6
92.9
\nWe reviewed the underlying valuation methodologies adopted by our Fund managers for all Fund investments of material value.
\nIn the Cayman Fund L.P. this includes two investments in which the Group also holds direct shareholdings outside the fund: MOBILion,
\nInc. and Carisma Therapeutics, Inc.
\n
\n
\n
Following our review of valuation methodologies we were satisfied that the techniques utilised were appropriate, other than in one
\ninstance where our own valuation estimates resulted in a lower valuation. We have therefore adjusted the value of the Group\u2019s NAV in
\nthe IPG Cayman Fund L.P. to reflect this revised valuation, and bring it in line with the valuation applied to the Group\u2019s direct interest in
\nthe company.
\nLimited & Limited Liability Partnerships movements in year
\u00a3m
\nAt 1 January 2022
92.9
\nInvestments during the year
4.6
\nDistribution from Limited Partnership funds
\u2013
\nChange in fair value during the year
8.5
\nCurrency revaluation
(6.4)
\nAt 31 December 2022
99.6
\nAt 1 January 2021
22.2
\nInvestments during the year
3.0
\nDistribution from Limited Partnership funds
(0.5)
\nTransfer to equity investments
(3.5)
\nRecognition of interest in IPG Cayman LP following deconsolidation (see notes 3 and 22)
69.7
\nChange in fair value during the year
1.8
\nAt 31 December 2021
92.9
\nThe Group considers interests in limited and limited liability partnerships to be level 3 in the fair value hierarchy throughout the
\ncurrent and previous financial years.
\nIf the assumptions used in the valuation techniques for the Group\u2019s holding in each company are varied by using a range of possible
\nalternatives, there is no material difference to the carrying value of the respective spin\u2013out company. The effect on the consolidated
\nstatement of comprehensive income for the period is also not expected to be material.
\n
\n
\n
15
.
(Loss)/gain on disposal of equity investments
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nDisposal proceeds
28.1
213.4
\nMovement in amounts receivable on sale of debt and equity investments
5.8
27.2
\nCarrying value of investments
(41.7)
(159.1)
\n(Loss)/profit on disposal
(7.8)
81.5
\n(Loss)/profit on disposal of investments is calculated as disposal proceeds plus deferred and contingent consideration receivable in
\nrespect of the sale, less the carrying value of the investment at the point of disposal.
\nThe subsequent receipt of deferred and contingent consideration amounts is reflected in the above table as a positive amount of
\ndisposal proceeds and a negative movement in amounts receivable on sale of debt and equity investments, resulting in no overall
\nmovement in profit on disposal.
\n16
.
Trade and other receivables
\nCurrent assets
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nTrade debtors
2.1
1.7
\nPrepayments
0.8
0.4
\nRight of use asset
0.7
1.2
\nOther receivables
5.2
3.6
\nTrade and other receivables
8.8
6.9
\nThe directors consider the carrying amount of trade and other receivables to approximate their fair value. All receivables are interest
\nfree, repayable on demand and unsecured.
\n
\n
17
.
Receivable on sale of debt and equity investments
\nAccounting Policy:
\nConsideration in respect of the sale of debt and equity investments may include elements of deferred consideration where
\npayment is received at a pre\u2013agreed future date, and/or elements of contingent consideration where payment is received
\nbased on, for example, achievement of specific drug development milestones. In such instances, these amounts are designated
\nat fair value through profit and loss on initial recognition. Any subsequent remeasurement will be recognised as changes in fair
\nvalue in the statement of comprehensive income.
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nDeferred and contingent consideration (non\u2013current)
6.9
31.3
\nDeferred and contingent consideration (current)
41.3
11.0
\nTotal deferred and contingent consideration
48.2
42.3
\nThe following table summarises the primary valuation basis used to value the deferred consideration:
\nInvestment
Primary Valuation Basis
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nWaveOptics Limited
Discounted sale amount
28.8
23.9
\nEnterprise Therapeutics Holdings Limited
Probability-weighted DFC model
12.5
14.0
\nAthenex, Inc.
Probability-weighted DFC model
5.6
4.2
\nReinfer Limited
Discounted sale amount
1.1
\u2013
\nPerpetuum Limited
Discounted sale amount
0.2
0.2
\nTotal
48.2
42.3
\n
\n
\n
18
.
Trade and other payables
\nCurrent liabilities
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nTrade payables
1.3
0.5
\nSocial security expenses
0.6
1.0
\nBonus accrual
2.8
3.3
\nLease liability
0.9
1.3
\nPayable to Imperial College and other third parties under revenue share obligations (see note 20)
7.1
8.4
\nOther accruals and deferred income
4.2
4.2
\nTrade and other payables
16.9
18.7
\n19
.
Borrowings and Loans from Limited Partners of consolidated funds
\nCurrent liabilities
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nBorrowings
6.3
15.4
\nTotal
6.3
15.4
\nNon\u2013current liabilities
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nLoans drawn down from the Limited Partners of consolidated funds
19.5
18.7
\nBorrowings
75.1
36.4
\nTotal
94.6
55.1
\nLoans drawn down from the Limited Partners of consolidated funds
\nAccounting Policy:
\nThe Group consolidates the assets of a co\u2013investment fund, IP Venture Fund II LP, which it manages. Loans from third parties of
\nconsolidated funds represent third\u2013party LP loans into this partnership. Under the terms of the Limited Partnership Agreement,
\nthese loans are repayable only upon these funds generating sufficient realisations to repay the Limited Partners. Management
\nanticipates that the funds will generate the required returns and consequently recognises the full associated liabilities.
\nThe classification of these loans as non\u2013current reflects the forecast timing of returns and subsequent repayment of loans, which is
\nnot anticipated to occur within one year.
\nAs at 31 December, loans from Limited Partners of consolidated funds comprised loans into IP Venture Fund II LP \u00a319.5m (2021: \u00a318.7m).
\n
\n
\n
Borrowings
\nAccounting Policy:
\nBorrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at
\namortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the
\nconsolidated statement of comprehensive income over the period of the borrowing using the effective interest rate method.
\nCosts incurred in the course of issuing additional debt are recognised on the balance sheet and charged to the income
\nstatement on a straight line basis over the term of the borrowings.
\nThe Group has expanded its debt facilities in the year with the addition of an agreed borrowing primarily from Phoenix group to an
\nexisting loan from the European Investment Bank which it has used to fund our portfolio of businesses. The terms of the facilities are
\nsummarised below:
\nDescription
\nInitial
\namount
\nOutstanding
\namount
Date drawn
Interest rate
\nRepayment
\nterms
\nRepayment
\ncommencement
\ndate
\nEIB Facility
\u00a350.0m
\u00a321.9m
Feb 2017
Fixed 3.026%
8 years
Jul 2018
\nIP Group Series A Notes
\u00a320.0m
\u00a320.0m
Dec 2022
Fixed 5.230%
5 years
Dec 2027
\nIP Group Series B Notes
\u00a320.0m
\u00a320.0m
Dec 2022
Fixed 5.210%
6 years
Dec 2028
\nIP Group Series C Notes
\u00a320.0m
\u00a320.0m
Dec 2022
Fixed 5.300%
7 years
Dec 2029
\nTotal
\u00a3110.0m
\u00a381.9m
\nLoans totalling \u00a381.9m (2021: \u00a340.8m) are subject to fixed interest rates and are recognised at amortised cost. The fair value of these
\nloans as at 31 December 2022 is \u00a376.9m (2021: \u00a343.0m).
\nIn December 2022, the Group issued the first Tranche of \u00a360m of a \u00a3120m loan Note Purchase Agreement (\u201cNPA\u201d). The Group has a
\nfurther \u00a360m committed borrowing that will be issued in June 2023. The NPA contains the following covenants:
\n\u2022
Total equity must be at least \u00a3500m as at the Group\u2019s 30 June and 31 December reporting dates
\n\u2022
Gross debt less restricted cash must not exceed 25% of total equity as at the Group\u2019s 30 June and 31 December reporting dates
\n\u2022
The Group must maintain cash and cash equivalents of not less than \u00a325m at any time
\nBreach of any of the above covenants constitutes default under the NPA.
\nThe NPA also includes the concept of a \u2018Cash Trap\u2019, which is triggered based on conditions listed on page 226. In the event of the
\nCash Trap being triggered, the Group is not permitted to pay or declare a dividend, or purchase any of its shares. In addition,
\ninvestments are restricted to \u00a32.5m per calendar quarter other than those legally committed to. The Group is also required to place
\nthe net proceeds of all realisations (over a threshold of \u00a31m) into a blocked bank account. Entering a Cash Trap does not constitute a
\ndefault under the NPA.
\n
\n
\n
A Cash Trap period is entered if any of the following conditions are breached.
\n\u2022
Total equity must be at least \u00a3750m as at the Group\u2019s 30 June and 31 December reporting dates
\n\u2022
Gross debt less restricted cash must not exceed 20% of total equity as at the Group\u2019s 30 June and 31 December reporting dates
\n\u2022
The Group must maintain cash and cash equivalents of not less than \u00a350m at any time.
\nA cash trap period can be remedied by:
\n\u2022
Transferring sufficient cash into the restricted cash account so that gross debt less restricted cash exceeds 20% of total equity
\n\u2022
If because of low equity of high leverage, once these are restored at a subsequent 30 June or 31 December measurement date
\n\u2022
If because of low liquidity, once two month-ends have passed with liquidity > \u00a350m
\nThe EIB loan contains a debt covenant requiring that the ratio of the total fair value of IP Group investments plus cash and qualifying
\nliquidity to debt should at no time fall below 6:1. The Group must maintain that the amount of unencumbered funds freely available
\nto the Group set with reference to the outstanding EIB facility which was \u00a321.9m at December 2022 (2021 \u00a339.9m). The loan also
\nstipulates that on any date, the aggregate of all amounts scheduled for payment to the EIB in the following six months should be kept
\nin a separate bank account, which totalled \u00a33.5m on 31 December 2022 (2021: \u00a39.4m) The Group is required to maintain a minimum
\ncash balance of \u00a313.1m (2001: \u00a330m).
\nThe Group closely monitors that the covenants are adhered to on an ongoing basis and has complied with these covenants
\nthroughout the year. The Group will continue to monitor the covenants\u2019 position against forecasts and budgets to ensure that it
\noperates within the prescribed limits.
\nThe 2022 NPA includes fixed and floating charges over the Company\u2019s assets, details of which are available on Companies House.
\nThe maturity profile of the borrowings including undiscounted cash flows and fixed interest was as follows:
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nDue within 6 months
4.8
8.3
\nDue 6 to 12 months
4.8
8.2
\nDue 1 to 5 years
48.4
38.5
\nDue after 5 years
43.1
\u2013
\nTotal
\n1
\n101.1
55.0
\n
\n
The maturity profile of the borrowings was as follows:
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nDue within 6 months
3.1
7.7
\nDue 6 to 12 months
3.2
7.7
\nDue 1 to 5 years
35.6
36.4
\nDue after 5 years
40.0
\u2013
\nTotal
\n1
\n81.9
51.8
\n1
\nThese are gross amounts repayable and exclude amortised costs of \u00a30.5m (2021: \u00a3nil) incurred on obtaining the Phoenix loans, these are amortised on a straight line
\nbasis over the life of the borrowings.
\nA reconciliation in the movement in borrowings is as follows:
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nAt 1 January
51.8
67.3
\nAmortisation of costs
\u2013
(0.1)
\nCapitalised loan costs
(0.6)
\u2013
\nRepayment of debt
(29.8)
(15.4)
\nNew borrowings
60.0
\u2013
\nAt 31 December
81.4
51.8
\nThere were no non\u2013cash movements in debt.
\n
\n
\n
20
.
Revenue share liability
\nAccounting Policy:
\nThe Group provides for liabilities in respect of revenue sharing obligations arising under the former Technology Pipeline
\nAgreement with Imperial College London. Under this agreement, the Group received founder equity in spin out companies
\nfrom Imperial College, and following a sale of such founder equity, a pre\u2013specified \u201crevenue share\u201d (typically 50%) is payable
\nto Imperial College and other third parties. The liability for this revenue share, based on fair value, is recognised as part of the
\nmovement in fair value through profit or loss (see note 13 for further details).
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nCurrent liabilities:
revenue share liability (note 18)
7.1
8.4
\nNon\u2013current liabilities:
revenue share liability (note 13)
13.0
13.1
\nRevenue share liability
20.1
21.5
\nPrior to 2018, the Group operated the Technology Transfer Office of Imperial College, under a contract referred to as the Technology
\nPipeline Agreement (\u201cTPA\u201d). Under the terms of this TPA, the Group owns licences, patents and equity in spin\u2013out companies
\ngenerated through IP commercialised from Imperial College but is subject to various revenue\u2013sharing arrangements whereby
\nincome generated from this IP is shared with Imperial College (and other third parties where they have provided funding to research
\nwhich is subsequently commercialised). These are categorised into short-term and long-term liabilities as follows:
\nShort-term liabilities: Revenue share arrangement
\nThese represent a share of invoiced revenue in respect of licences and patents governed by the TPA, and a share of proceeds from
\nthe disposal of equity where a disposal of equity which is subject to revenue share (see further details below) has taken place. The
\nmaturity date on such liabilities is typically less than six months.
\nLong-term liabilities: Revenue share arrangement
\nUnder the Group\u2019s former Technology Pipeline Agreement with Imperial College London, the Group received founder equity in spin
\nout companies from Imperial College. Following any sale of such founder equity stakes, a pre\u2013specified revenue share (typically
\n50%) is payable to Imperial College and other third parties. As at 31 December 2022, \u00a313.0m of our equity investment were payable
\nto Imperial College and other third parties on their disposal under these arrangements (i.e. 50% of a gross investment amount
\nof approximately \u00a326m) (2021: \u00a313.1m). A corresponding non\u2013current liability is recognised in respect of these revenue sharing
\nobligations based on the fair value of the related assets. There is no fixed maturity on the liability as its value is crystalised on sale of
\nthe linked portfolio equity investment.
\n
\n
\n
21
.
Share capital
\nAccounting policy:
\nFinancial instruments issued by the Group are treated as equity if the holders have only a residual interest in the Group\u2019s assets
\nafter deducting all liabilities. The objective of the Group is to manage capital so as to provide shareholders with above-average
\nreturns through capital growth over the medium to long\u2013term. The Group considers its capital to comprise its share capital, share
\npremium, merger reserve and retained earnings.
\n2022
2021
\nIssued and fully paid:
Number
\u00a3m
Number
\u00a3m
\nOrdinary shares of 2p each
\nAt 1 January
1,063,033,287
21.3
1,062,353,734
21.3
\nIssued in respect of scrip dividend
154,718
\u2013
679,553
\u2013
\nShare capital at 31 December
1,063,188,005
21.3
1,063,033,287
21.3
\nExisting treasury shares at 1 January
(22,279,127)
(0.4)
\u2013
\u2013
\nPurchase of treasury shares
(7,429,494)
(0.1)
(22,279,127)
(0.4)
\nTransfer of shares in respect of scrip dividend
330,851
\u2013
\u2013
\u2013
\nShares transferred out of treasury for SAYE
497,249
\u2013
\u2013
\u2013
\nSettlement of employee share-based payments
770,148
\u2013
\u2013
\u2013
\nOutstanding at 31 December
1,035,077,632
20.8
1,040,754,160
20.9
\nThe Company has one class of ordinary shares with a par value of 2p (\u201cOrdinary Shares\u201d) which carry equal voting rights, equal rights
\nto income and distributions of assets on liquidation, or otherwise, and no right to fixed income.
\nDuring 2022, the Company purchased 7,429,494 ordinary shares, with an aggregate value of \u00a38.0m, and they are held in treasury.
\nRetained profits have been reduced by \u00a37.9m, being the net consideration paid for these shares, including the expenses directly
\nrelating to the treasury share purchase.
\n
\n
\n
22
.
Deconsolidation and disposal of subsidiaries
\nIn November 2021 the Group sold the subsidiary IP Group Inc. to the local management team for nil consideration. The net assets on
\ndisposal were \u00a30.8m, of which \u00a30.6m was cash. The transaction gave rise to a \u00a30.8m loss on disposal. No shares were retained in IP
\nGroup inc.
\nTotal loss on deconsolidation/disposal:
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nDeconsolidation of IPG Cayman LP
\u2013
(3.0)
\nIPG Cayman LP
\u2013
(0.8)
\nTotal income statement amount
\u2013
(3.8)
\nIn 2021, the Group determined that it no longer controlled IPG Cayman LP. The rationale for IPG Cayman LP\u2019s re\u2013categorisation as a
\nnon\u2013consolidated fund is set out in note 2. The impact of this change is to de\u2013recognise the underlying assets and liabilities of IPG
\nCayman LP from November 2021, and instead recognise the Group\u2019s 58.1% share in the fund, with the following impact on the financial
\nstatements:
\nIPG Cayman LP net assets de\u2013recognised
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nEquity investments
\u2013
109.4
\nDebt investments
\u2013
3.3
\nTrade and other receivables
\u2013
0.2
\nCash and cash equivalents
\u2013
6.6
\nNon\u2013controlling interest
\u2013
(4.7)
\nTrade and other payables
\u2013
(0.6)
\nLoans from limited partners of consolidated funds
\u2013
(41.5)
\nNet assets de\u2013recognised
\u2013
72.7
\nAmounts recognised: Limited liability partnership interest as at 30 November 2022 (see note 24)
\u2013
69.7
\nLoss on deconsolidation:
\u2013
(3.0)
\n
\n
\n
23
.
Share\u2013based payments
\nIn 2022, the Group continued to incentivise employees through its LTIP and AIS. Both are described in more detail in the Directors\u2019
\nRemuneration Report on pages 140 to 162.
\nDeferred bonus share plan (\u201cDBSP\u201d)
\nAwards made to employees under the Group\u2019s AIS above a certain threshold include 50% deferred into IP Group equity through the
\ngrant of nil\u2013cost options under the Group\u2019s DBSP. The number of nil\u2013cost options granted under the Group\u2019s DBSP is determined by
\nthe share price at the vesting date. The DBSP options are subject to further time\u2013based vesting over two years (typically 50% after
\nyear one and 50% after year two).
\nAn analysis of movements in the DBSP options outstanding is as follows:
\nNumber of
\noptions
\n2022
\nWeighted-
\naverage
\nexercise
\nprice
\n2022
\nNumber of
\noptions
\n2021
\nWeighted-
\naverage
\nexercise
\nprice
\n2021
\nAt 1 January
1,311,615
\u2013
743,489
\u2013
\nAIS deferral shares award during the year
2,066,174
\u2013
975,254
\u2013
\nExercised during the year
(821,107)
\u2013
(407,128)
\u2013
\nForfeit during the year
\u2013
\u2013
\u2013
\u2013
\nAt 31 December
2,556,682
\u2013
1,311,615
\u2013
\nExercisable at 31 December
2,881
\u2013
10,699
\u2013
\n770,148 shares were transferred from treasury in respect of DBSP scheme during the year, comprising 760,933 DBSP options exercised
\non 25th April 2022 and a further 9,215 shares added to reflect scrip dividends issued since the original DBSP award. A further 60,174
\nshares were exercised in December 2022.
\nThe options outstanding at 31 December 2022 had an exercise price of \u00a3nil (2021: \u00a3nil) and a weighted\u2013average remaining
\ncontractual life of 0.6 years (2021: 0.6 years).
\nThe weighted average share price at the date of exercise for share options exercised in 2022 was 84.4p (2021: 121.3p).
\nAs the 2022 AIS financial performance targets were met and as the number of DBSP options to be granted in order to defer such
\nelements of the AIS payments as are required under our remuneration policy are based on a percentage of employees\u2019 salary, the
\nshare\u2013based payments line includes the associated share\u2013based payments expense incurred in 2022.
\nIP Group Restricted Share Plan (\u201cRSP\u201d)
\nAs set out in the Remuneration Policy approved by shareholders in 2022, a Restricted Share Plan was introduced in 2022 to replace
\nthe previous LTIP structure. Vesting of these awards will take place over a three-year period commencing on 1 April 2023. Any RSP
\nawards that vest will be subject to a further two-year holding period. Vesting will be subject to a financial underpin based on NAV
\ngrowth over the vesting period. For 2022 awards, the financial underpin has been set such that NAV per share on the vesting date
\n
\n
\n
must be no lower than 100% of NAV per share on the award date, after making appropriate adjustments for dividends, buy-backs and
\nany other distributions. Further information on the Group\u2019s RSP is set out in the Directors\u2019 Remuneration Report on pages 140 to 162.
\n23
.
Share\u2013based payments
continued
\nThe 2022 RSP awards were made on 28 June 2022. The awards will ordinarily vest on 31 March 2025, to the extent that the
\nperformance conditions have been met.
\nThe movement in the number of shares conditionally awarded under the RSP is set out below:
\nNumber of
\noptions
\n2022
\nWeighted-
\naverage
\nexercise
\nprice
\n2022
\nNumber of
\noptions
\n2021
\nWeighted-
\naverage
\nexercise
\nprice
\n2021
\nAt 1 January
\u2013
\u2013
\u2013
\u2013
\nLapsed during the year
\u2013
\u2013
\u2013
\u2013
\nForfeited during the year
(74,235)
\u2013
\u2013
\u2013
\nNotionally awarded during the year
3,532,744
\u2013
\u2013
\u2013
\nAt 31 December
3,458,509
\u2013
\u2013
\u2013
\nExercisable at 31 December
\u2013
\u2013
\u2013
\u2013
\nThe options outstanding at 31 December 2022 had an exercise price in the range of \u00a3nil and a weighted\u2013average remaining
\ncontractual life of 4.2 years.
\nThe fair value of the RSP shares notionally awarded in 2022 was calculated using the Finnerty pricing model with the following key
\nassumptions:
\n2022
2021
\nIP Group share price as of valuation date
\u00a30.558
\u00a31.254
\nExercise price
\u00a3nil
\u00a3nil
\nIndicated Discount for Lack of Marketability
14.7%
n/a
\nAdjusted probability assigned for performance conditions
20.0%
n/a
\nFair value at grant date
\u00a30.21
\u00a30.35
\nPre 2022 IP Group Long Term Incentive Plan (\u201cLTIP\u201d)
\nAwards under the LTIP take the form of conditional awards of ordinary shares of 2p each in the Group which vest over the prescribed
\nperformance period to the extent that performance conditions have been met. The Remuneration Committee imposes objective
\nconditions on the vesting of awards and these take into consideration the guidance of the Group\u2019s institutional investors from time to
\ntime. Further information on the Group\u2019s LTIP is set out in the Directors\u2019 Remuneration Report on pages 140 to 162.
\n
\n
The 2021 LTIP awards were made on 6 May 2021. The awards will ordinarily vest on 31 March 2024, to the extent that the performance
\nconditions have been met. The awards are based on the performance of the Group\u2019s NAV and Total Shareholder Return (\u201cTSR\u201d). Both
\nperformance measures are combined into a matrix format to most appropriately measure performance relative to the business, as
\nshown in the Directors\u2019 Remuneration Report within the Group\u2019s 2021 Annual Report and Accounts. The total award is subject to an
\nunderpin based on the relative performance of the Group\u2019s TSR to that of the FTSE 250 index, which can reduce the awards by up to
\n50%. The 2020 LTIP matrix is designed such that up to 100% of the award (prior to the application of the underpin) will vest in full in the
\nevent of both NAV increasing by 15% per year on a cumulative basis, from 1 January 2021 to 31 December 2023, and TSR increasing by
\n15% per year on a cumulative basis from the date of award to 31 March 2024, using an industry\u2013standard average price period at the
\nbeginning and end of the performance period. Further, the matrix is designed such that 30% of the award shall vest (again prior to
\nthe application of the underpin) if the cumulative increase is 8% per annum for both measures over their respective performance
\nperiods (\u201cthreshold performance\u201d). A straight\u2013line sliding scale is applied for performance between the distinct points on the matrix
\nof vesting targets.
\nThe 2020 LTIP awards were made on 19 June 2020. The awards will ordinarily vest on 31 March 2023, to the extent that the performance
\nconditions have been met. The awards are based on the performance of the Group\u2019s NAV and Total Shareholder Return (\u201cTSR\u201d). Both
\nperformance measures are combined into a matrix format to most appropriately measure performance relative to the business, as
\nshown in the Directors\u2019 Remuneration Report within the Group\u2019s 2020 Annual Report and Accounts. The total award is subject to an
\nunderpin based on the relative performance of the Group\u2019s TSR to that of the FTSE 250 index, which can reduce the awards by up to
\n50%. The 2020 LTIP matrix is designed such that up to 100% of the award (prior to the application of the underpin) will vest in full in the
\nevent of both NAV increasing by 15% per year on a cumulative basis, from 1 January 2020 to 31 December 2022, and TSR increasing
\nby 15% per year on a cumulative basis from the date of award to 31 March 2023, using an industry\u2013standard average price period at
\nthe beginning and end of the performance period. Further, the matrix is designed such that 30% of the award shall vest (again prior
\nto the application of the underpin) if the cumulative increase is 8% per annum for both measures over their respective performance
\nperiods (\u201cthreshold performance\u201d). A straight\u2013line sliding scale is applied for performance between the distinct points on the matrix
\nof vesting targets.
\nThe 2019 LTIP awards partially met the threshold performance target and 3,529,818 number vested, 2,534,571 lapsed on 31 March 2022.
\nNAV growth to 31 December 2021 was above the minimum threshold and below the maximum threshold. The one-month average
\nshare price at 31 March 2022 was below lower TSR target and that of the FTSE 250 TSR performance. The performance measures were
\nachieved in full however the underpin was only partially achieved, as a result 51.1% of the 2019 LTIP awards vested on 31 March 2022.
\nVested shares are subject to a further two-year holding period until 31/03/2024 and will be issued to participants only at the end of
\nthis period.
\n
\n
\n
The table below sets out the performance measures relating to the 2019 LTIP awards and the actual performance achieved.
\nPerformance condition
\nTarget
\nPerformance
\nActual
\nPerformance
\nNAV (at 31 Dec 2021)
8%: \u00a31.52bn
\u00a31.77bn
\n15%: \u00a31.84bn
(+13.3% p.a.)
\nAnnual TSR (share price)
8%: 119.6p
95p
\n15%: 144.4p
(\u20131.3% p.a. growth)
\nComparative TSR
FTSE 250 +7.1%
IP Group \u20138.4%
\nThe movement in the number of shares conditionally awarded under the LTIP is set out below:
\nNumber of
\noptions
\n2022
\nWeighted-
\naverage
\nexercise
\nprice
\n2022
\nNumber of
\noptions
\n2021
\nWeighted-
\naverage
\nexercise
\nprice
\n2021
\nAt 1 January
17,113,631
\u2013
18,853,309
\u2013
\nLapsed during the year
(2,534,571)
\u2013
(4,753,071)
\u2013
\nForfeited during the year
(89,021)
\u2013
(1,790,049)
\u2013
\nNotionally awarded during the year
\u2013
\u2013
4,803,442
\u2013
\nAt 31 December
14,490,039
\u2013
17,113,631
\u2013
\nExercisable at 31 December
3,529,818
\u2013
\u2013
\u2013
\nThe options outstanding at 31 December 2022 had an exercise price in the range of \u00a3nil (2021: \u00a3nil) and a weighted\u2013average
\nremaining contractual life of 2.0 years (2021: 1.1 years).
\nThe fair value of LTIP shares awarded in 2021 and 2020 for which a charge has been recognised in the year was calculated using
\nMonte Carlo pricing models with the following key assumptions:
\n2021
2020
\nShare price at date of award
\u00a31.254
\u00a30.614
\nExercise price
\u00a3nil
\u00a3nil
\nFair value at grant date
\u00a30.35
\u00a30.20
\nExpected volatility (median of historical 50-day moving average)
39%
38%
\nExpected life (years)
3.0
3.0
\nExpected dividend yield
0%
0%
\nRisk-free interest rate
0.3%
(0.1%)
\n
\n
\n
Former Touchstone LTIPs
\nIn 2017, as a result of the combination with Touchstone, award holders under existing Touchstone long term incentive share schemes
\nwere entitled to receive 2.2178 new IP Group shares in exchange for each Touchstone share, an exchange ratio set out in the offer
\ndocument for the acquisition (the \u201cexchange ratio\u201d).
\n2016 schemes:
\nIt was proposed that, given the short period of time since grant, awards would not become exercisable in connection with the Offer
\nand therefore that no progress towards meeting performance targets had been made. Instead award holders were offered the
\nopportunity to release their awards in exchange for the grant of a replacement award of equivalent value over shares in IP Group
\nand the exercise price was set at 3.33p divided by the exchange ratio. The vesting dates on the replacement awards remained the
\nsame as the original award, being 1 December 2020, 1 December 2021 and 1 December 2022. The replacement awards are subject to
\nperformance conditions adjusted from those attaching to the original Touchstone award as follows: a) the Net Asset Value (\u201cNAV\u201d)
\ncondition will be adjusted to reflect Touchstone\u2019s portfolio being part of the enlarged Group following the acquisition and b) the Total
\nShareholder Return (\u201cTSR\u201d) condition will be adjusted so that TSR shall be measured by reference to the performance of IP Group
\nshares over the performance period with the starting share price for such purpose being adjusted by dividing the existing starting
\nshare price of 290p by the exchange ratio detailed above. The TTO specific targets remain the same.
\nNumber of
\noptions
\n2022
\nWeighted-
\naverage
\nexercise
\nprice
\n2022
\nNumber of
\noptions
\n2021
\nWeighted-
\naverage
\nexercise
\nprice
\n2021
\nAt 1 January
102,033
0.01
386,794
0.01
\nForfeited during the year
\u2013
0.01
\u2013
0.01
\nLapsed during the year
(91,064)
0.01
(258,958)
0.01
\nVested during the year
(10,969)
0.01
(25,803)
0.01
\nAt 31 December
\u2013
0.01
102,033
0.01
\nExercisable at 31 December
\u2013
\u2013
\u2013
\u2013
\nThere were no options outstanding at 31 December 2022, (2021: exercise price of 1.366p and a weighted-average remaining
\ncontractual life of 0.9 years).
\n2006 schemes:
\nHolders of 2006 Touchstone awards were offered the opportunity to release each of their awards in exchange for the grant of a
\nreplacement award of equivalent value over shares in IP Group. The exercise period and time\u2013based vesting provisions for the
\nreplacement awards remained the same as the original Touchstone awards but the shareholder return performance condition will
\nbe updated by reference to the exchange ratio. Awards under the 2006 scheme were exercisable to some extent at the time of the
\ngrant of replacement awards, subject to meeting the applicable vesting conditions.
\n
\n
\n
Number of
\noptions
\n2022
\nWeighted\u2013
\naverage
\nexercise
\nprice
\n2022
\nNumber of
\noptions
\n2021
\nWeighted\u2013
\naverage
\nexercise
\nprice
\n2021
\nAt 1 January
1,078,099
2.13
1,078,099
2.13
\nAt 31 December
1,078,099
2.13
1,078,099
2.13
\nExercisable at 31 December
1,078,099
2.13
1,078,099
2.13
\nThe options outstanding at 31 December 2022 had an exercise price of \u00a32.13 (2021: \u00a32.13) and a weighted\u2013average remaining
\ncontractual life of 1.9 years (2021: 2.9 years).
\nThe fair value charge recognised in the statement of comprehensive income during the year in respect of all share\u2013based
\npayments, including the DBSP, LTIP and Former Touchstone LTIP, was \u00a32.9m (2021: \u00a32.6m).
\n24
.
Long\u2013term incentive carry scheme \u2013 Carried interest plan liability
\nAccounting Policy:
\nThe Group operates a number of Long Term Incentive Carry Schemes (\u201cLTICS\u201d) for eligible employees which may result in
\npayments to scheme participants relating to returns from investments.
\nUnder the Group\u2019s LTICS arrangements, a profit\u2013sharing mechanism exists whereby if a specific vintage delivers returns in excess
\nof the base cost of investments together with an agreed hurdle rate, scheme participants receive a share of excess returns. Of
\nthe Group\u2019s total equity and debt investments, 66.6% are included in LTICS arrangements (2021: 44.8%).
\nThe calculation of the liability in respect of the Group\u2019s LTICS is derived from the fair value estimates for the relevant portfolio
\ninvestments and does not involve significant additional judgement (although the fair value of the portfolio is a significant
\naccounting estimate). The actual amounts of carried interest paid will depend on the cash realisations of individual vintages,
\nand valuations may change significantly in the next financial year. Movements in the liability are recognised in the consolidated
\nstatement of comprehensive income.
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nAt 1 January
33.1
19.3
\nCharge for the year
12.0
17.2
\nPayments made in the year
(1.0)
(3.4)
\nAt 31 December
44.1
33.1
\n
\n
\n
25
.
Related party transactions
\nThe Group has various related parties arising from its key management, subsidiaries and equity stakes in portfolio companies.
\nA) Key management transactions
\n(i) Key management personnel transactions
\nThe following key management held shares in the following spin\u2013out companies as at 31 December 2022:
\nDirector/ PDMR
Company name
\nNumber
\nof shares
\nheld at
\n1 January
\n2022
\nNumber
\nof shares
\nacquired/
\n(disposed
\nof) in the
\nperiod
\nNumber
\nof shares
\nheld at
\n31 December
\n2022
%
\nGreg Smith
Alesi Surgical Limited
2
\u2013
2
<0.1%
\nCrysalin Limited
\n1
\n149
\u2013
149
<0.1%
\nDiurnal Group plc
\n2
\n15,000
(15,000)
\u2013
0.00%
\nEmDot Limited
\n1
\n4
\u2013
4
0.23%
\nIstesso Limited \u2013 A Shares
313,425
\u2013
313,425
0.28%
\nItaconix plc
4,500
\u2013
4,500
<0.1%
\nMirriad Advertising plc
16,667
\u2013
16,667
<0.1%
\nOxbotica Limited
8
\u2013
8
<0.1%
\nOxford Nanopore Technologies plc
27,008
\u2013
27,008
<0.1%
\nRio AI Limited
\n4
\n144,246
\u2013
144,246
<0.1%
\nSurrey Nanosystems Limited
88
\u2013
88
<0.1%
\nTissue Regenix Group plc
50,000
\u2013
50,000
<0.1%
\nXeros Technology Group plc
13
\u2013
13
<0.1%
\nDavid Baynes
Alesi Surgical Limited
4
\u2013
4
<0.1%
\nArkivum Limited
377
\u2013
377
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n46
\u2013
46
<0.1%
\nDiurnal Group plc
\n2
\n73,000
(73,000)
\u2013
0.00%
\nMirriad Advertising plc
16,667
\u2013
16,667
<0.1%
\nOxford Nanopore Technologies plc
2,784
\u2013
2,784
<0.1%
\nUltraleap Holdings Limited
2,600
\u2013
2,600
<0.1%
\nZeetta Networks Limited
424
\u2013
424
0.11%
\n
\n
\n
Director/ PDMR
Company name
\nNumber
\nof shares
\nheld at
\n1 January
\n2022
\nNumber
\nof shares
\nacquired/
\n(disposed
\nof) in the
\nperiod
\nNumber
\nof shares
\nheld at
\n31 December
\n2022
%
\nMark Reilly
Actual Experience plc
28,000
\u2013
28,000
<0.1%
\nAudioScenic Limited
\u2013
53
53
<0.1%
\nBramble Energy Limited
16
\u2013
16
<0.1%
\nDiffblue Limited
\n3
\n8,038
\u2013
8,038
<0.1%
\nDiurnal Group plc
\n2
\n7,500
(7,500)
\u2013
0.00%
\nItaconix plc
377,358
\u2013
377,358
<0.1%
\nMirriad Advertising plc
66,666
\u2013
66,666
<0.1%
\nOxbotica Limited
8
\u2013
8
<0.1%
\nUltraleap Holdings Limited
1,700
\u2013
1,700
<0.1%
\nSam Williams
Accelercomm Limited
127
\u2013
127
<0.1%
\nAlesi Surgical Limited
1
\u2013
1
<0.1%
\nCentessa Pharmaceuticals plc
\u2013
3,247
3,247
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n23
\u2013
23
<0.1%
\nDiurnal Group plc
\n2
\n113,819
(113,819)
\u2013
0.00%
\nGenomics plc
333
\u2013
333
<0.1%
\nIbex Innovations Limited
1,701
\u2013
1,701
<0.1%
\nIstesso Limited
7,048,368
\u2013
7,048,368
8.89%
\nMicrobiotica Limited
7,000
\u2013
7,000
<0.1%
\nMirriad Advertising plc
3,333
\u2013
3,333
<0.1%
\nOxbotica Limited
3
\u2013
3
<0.1%
\nOxehealth Limited
33
\u2013
33
<0.1%
\nOxford Nanopore Technologies plc
18,540
\u2013
18,540
<0.1%
\nTopivert Limited
\n1
\n1,000
\u2013
1,000
<0.1%
\nUltraleap Holdings Limited
558
\u2013
558
<0.1%
\nJoyce Xie
Bramble Energy Limited
88
\u2013
88
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n21
\u2013
21
<0.1%
\nIstesso Limited
4,504
\u2013
4,504
<0.1%
\nMirriad Advertising plc
4,839
\u2013
4,839
<0.1%
\nUltraleap Holdings Limited
1,585
\u2013
1,585
<0.1%
\n
\n
\n
Director/ PDMR
Company name
\nNumber
\nof shares
\nheld at
\n1 January
\n2022
\nNumber
\nof shares
\nacquired/
\n(disposed
\nof) in the
\nperiod
\nNumber
\nof shares
\nheld at
\n31 December
\n2022
%
\nLisa Patel
Alesi Surgical Limited
1
\u2013
1
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n23
\u2013
23
<0.1%
\nDiurnal Group plc
\n2
\n37,500
(37,500)
\u2013
0.00%
\nIstesso Limited
3,477,833
\u2013
3,477,833
4.39%
\nMicrobiotica Limited
3,000
\u2013
3,000
<0.1%
\nMirriad Advertising plc
3,333
\u2013
3,333
<0.1%
\nOxford Nanopore Technologies plc
9,453
\u2013
9,453
<0.1%
\nTopivert Limited
\n1
\n1,000
\u2013
1,000
<0.1%
\nUltraleap Holdings Limited
1,317
\u2013
1,317
<0.1%
\nElizabeth
\nVaughan-Adams
Amaethon Limited \u2013 Ordinary Shares
\n1
\n2
\u2013
2
<0.1%
\nAmaethon Limited \u2013 A Ordinary Shares
8
\u2013
8
<0.1%
\nAmaethon Limited \u2013 B Shares
929
\u2013
929
<0.1%
\nBramble Energy Limited \u2013 A Ordinary Shares
\u2013
2
2
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n23
\u2013
23
<0.1%
\nCrysalin Limited
\n1
\n100
\u2013
100
<0.1%
\nDeep Matter Group plc
82,393
1,655,440
1,737,833
<0.1%
\nDiurnal Group plc
\n2
\n4,844
(4,844)
\u2013
0.00%
\nEmdot Limited
\n1
\n3
\u2013
3
<0.1%
\nFirst Light Fusion Limited
77
\u2013
77
<0.1%
\nIstesso Limited \u2013 A Shares
218,448
\u2013
218,448
0.19%
\nMirriad Advertising plc
4,941
\u2013
4,941
<0.1%
\nOxford Nanopore Technologies plc
4,500
\u2013
4,500
<0.1%
\nRio AI Limited
\n4
\n2,258,185
13,986,014
16,244,199
<0.1%
\nSurrey Nanosystems Limited
53
\u2013
53
<0.1%
\nTissue Regenix Group plc
75,599
\u2013
75,599
<0.1%
\nUltraleap Holdings Limited
400
\u2013
400
<0.1%
\n
\n
\n
Director/ PDMR
Company name
\nNumber
\nof shares
\nheld at
\n1 January
\n2022
\nNumber
\nof shares
\nacquired/
\n(disposed
\nof) in the
\nperiod
\nNumber
\nof shares
\nheld at
\n31 December
\n2022
%
\nAngela Leach
Amaethon Limited \u2013 Ordinary Shares
\n1
\n2
\u2013
2
<0.1%
\nAmaethon Limited \u2013 B Shares
1,394
\u2013
1,394
<0.1%
\nAmaethon Limited \u2013 A Ordinary Shares
12
\u2013
12
<0.1%
\nAlesi Surgical Limited
2
\u2013
2
<0.1%
\nAudioScenic Limited
\u2013
53
53
<0.1%
\nBarocal Limited
\u2013
1,010
1,010
<0.1%
\nBoxarr Limited
102
\u2013
102
<0.1%
\nBramble Energy Limited
8
5
13
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n23
\u2013
23
<0.1%
\nCrysalin Limited
\n1
\n149
\u2013
149
<0.1%
\nDeep Matter Group plc
68,101
\u2013
68,101
<0.1%
\nDiffblue Limited
644
\u2013
644
<0.1%
\nDiurnal Group plc
\n2
\n11,500
(11,500)
\u2013
0.00%
\nEmdot Limited
\n1
\n4
\u2013
4
0.23%
\nFeaturespace Limited
\u2013
240
240
<0.1%
\nFirst Light Fusion Limited
27
\u2013
27
<0.1%
\nIeso Digital Health Limited \u2013 B2 Preferred Shares
29
\u2013
29
<0.1%
\nIstesso Limited \u2013 A Shares
322,923
\u2013
322,923
0.28%
\nItaconix plc
4,500
\u2013
4,500
<0.1%
\nMirriad Advertising plc
16,667
\u2013
16,667
<0.1%
\nMixergy Limited
206
\u2013
206
<0.1%
\nOxbotica Limited
3
\u2013
3
<0.1%
\nOxford Nanopore Technologies plc
37,880
29
37,909
<0.1%
\nOxONN Limited
\u2013
20,000
20,000
<0.1%
\nRio AI Limited
\n4
\n180,308
\u2013
180,308
<0.1%
\nSunborne Systems Limited
\u2013
2
2
<0.1%
\nSurrey Nanosystems Limited
78
\u2013
78
<0.1%
\nTissue Regenix Group plc
146,791
\u2013
146,791
<0.1%
\nUltraleap Holdings Limited
500
\u2013
500
<0.1%
\nXeros Technology Group plc
16
\u2013
16
<0.1%
\n
\n
Director/ PDMR
Company name
\nNumber
\nof shares
\nheld at
\n1 January
\n2022
\nNumber
\nof shares
\nacquired/
\n(disposed
\nof) in the
\nperiod
\nNumber
\nof shares
\nheld at
\n31 December
\n2022
%
\nChris Glasson
8Power Limited
400
\u2013
400
<0.1%
\nAudioscenic Limited
967
\u2013
967
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n105
\u2013
105
<0.1%
\nIstesso Limited
9,009
\u2013
9,009
<0.1%
\nMirriad Advertising plc
8,064
\u2013
8,064
<0.1%
\nOxbotica Limited
34
\u2013
34
<0.1%
\nOxehealth Limited
328
\u2013
328
<0.1%
\nTopivert Limited \u2013 B2 Preferred Shares
\n1
\n3,000
\u2013
3,000
<0.1%
\nUltraleap Holdings Limited
1,585
\u2013
1,585
<0.1%
\nMoray Wright
Mirriad Advertising plc
73,664
\u2013
73,664
<0.1%
\nOxSyBio Limited
\n1
\n20
\u2013
20
<0.1%
\nAnthony York
Diffblue Limited
\u2013
179
179
<0.1%
\n1
\nCompany being closed down.
\n2
\nAcquired by Neurocrine in November 2022.
\n3
\nRestated opening position.
\n4
\nPreviously called Ditto AI Limited.
\nUpdated policy for Executive Director holdings in Portfolio Companies
\nAs described in in the Directors\u2019 Remuneration Report on pages 140 to 162, a new policy for Executive Director shareholdings in
\nportfolio companies was agreed during the year under which:
\n\u2022
New direct investments in portfolio companies by executive directors are prohibited, with the exception of the take-up of
\npre-emption rights which relate to existing portfolio company shareholdings. Both Mr Smith and Mr Baynes are covered by
\nthis policy.
\n\u2022
Mr Smith and Mr Baynes have voluntarily submitted to an additional binding condition such that any net proceeds received
\nas a result of realisations from direct holdings in portfolio companies that exceed \u00a3250,000 will be used to purchase shares in
\nIP Group, until such time as they meet the Minimum Shareholding Requirement set for their role (currently 350% of annual salary
\nfor Mr Smith, 250% for Mr Baynes).
\n
\n
\n
(ii) Key management personnel compensation
\nKey management personnel compensation comprised the following:
\n2022
\n\u00a3000
\n2021
\n\u00a3000
\nShort\u2013term employee benefits
\n1
\n3,918
4,016
\nPost\u2013employment benefits
\n2
\n99
72
\nOther long\u2013term benefits
\u2013
\u2013
\nTermination benefits
\u2013
\u2013
\nShare\u2013based payments
\n3
\n1,374
1,325
\nTotal
5,391
5,413
\n1
\nRepresents key management personnel\u2019s base salaries, benefits including cash in lieu of pension where relevant, and the cash\u2013settled element of the Annual
\nIncentive Scheme.
\n2
\nRepresents employer contributions to defined contribution pension and life assurance plans.
\n3
\nRepresents the accounting charge for share-based payments, reflecting LTIP and DBSP options currently in issue as part of these schemes. See note 23 for a detailed
\ndescription of these schemes.
\nB) Portfolio companies
\n(i) Services
\nThe Group earns fees from the provision of business support services and corporate finance advisory services to portfolio
\ncompanies in which the Group has an equity stake. Through the lack of control over portfolio companies these fees are considered
\narm\u2019s length transactions. The following amounts have been included in respect of these fees:
\nStatement of comprehensive income
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nRevenue from services
0.2
0.3
\nStatement of financial position
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nTrade receivables
\u2013
0.2
\n
\n
\n
(ii) Investments
\nThe Group makes investments in the equity and debt of unquoted and quoted investments where it does not have control but may
\nbe able to participate in the financial and operating policies of that company. It is presumed that it is possible to exert significant
\ninfluence when the equity holding is greater than 20%. The Group has taken the Venture Capital Organisation exception as
\npermitted by IAS 28 and not recognised these companies as associates, but they are related parties. The total amounts included for
\ninvestments where the Group has significant influence but not control are as follows:
\nStatement of comprehensive income
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nNet portfolio gains
75.0
56.5
\nStatement of financial position
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nEquity and debt investments
651.6
444.6
\nC) Subsidiary companies
\nSubsidiary companies that are not 100% owned either directly or indirectly by the parent company have intercompany balances with
\nother Group companies totalling as follows:
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nIntercompany balances with other Group companies
2.1
2.4
\nThese intercompany balances represent funding loans provided by Group companies that are interest free, repayable on demand
\nand unsecured.
\n26
.
Capital management
\nThe Group\u2019s key objective when managing capital is to safeguard the Group\u2019s ability to continue as a going concern so that it can
\ncontinue to provide returns for shareholders and benefits for other stakeholders. The Group sets the amount of capital in proportion
\nto risk. The Group manages the capital structure, and makes adjustments to it, in light of changes in economic conditions and the
\nrisk characteristics of its underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of
\nissued share capital, issue or repay debt and dispose of interests in portfolio companies.
\nDuring 2022, the Group\u2019s strategy, which was unchanged from 2021, was to maintain an appropriate level of cash and short-term
\ndeposit balances in line with the Group\u2019s capital allocation plans, whilst having sufficient cash reserves to meet working capital
\nrequirements in the foreseeable future.
\nThe Group has external borrowings with associated covenants that are described in note 19. These include covenants around the
\nGroup\u2019s minimum equity and maximum debt/equity ratio. Consideration is given to the level of headroom against these covenants
\nas part of the Group\u2019s capital allocation process where planning corporate actions such as dividends and share buy-backs which
\nhave an impact on the headroom level.
\n
\n
\n27
.
Capital commitments
\nCommitments to Limited Partnerships
\nPursuant to the terms of their Limited Partnership agreements, the Group has committed to invest the following amounts into Limited
\nPartnerships as at 31 December 2022:
\nYear of
\ncommencement
\nof commitment
\nCommitment
\n\u00a3m
\nInvested to
\ndate
\n\u00a3m
\nRemaining
\ncommitment
\n\u00a3m
\nIP Venture Fund II LP
2013
10.0
9.8
0.2
\nUCL Technology Fund LP
2016
24.8
22.4
2.4
\nIP Cayman LP
2021
8.3
8.3
\u2013
\nTotal
43.1
40.5
2.6
\n28
.
Dividends
\n2022 pence
\nper share
\u00a3m
\n2021 pence
\nper share
\u00a3m
\nOrdinary shares
\nInterim dividend
0.50
5.3
0.48
5.1
\nFinal dividend
0.72
7.4
1.0
10.7
\nDividends paid to equity owners in the financial year
1.22
12.7
1.48
15.8
\nProposed final dividend at financial year end
0.76
7.9
\nOf the \u00a312.7m dividends paid in 2022, \u00a312.3m was settled in cash and \u00a30.4m was settled via the issue of equity under the Group\u2019s scrip
\nprogramme (2021: \u00a315.8m dividends, \u00a315.0m settled in cash, \u00a30.8m settled via the issue of equity).
\nThe proposed final dividend was recommended by the Board of Directors on 7 March 2023 and is subject to the approval of
\nshareholders at the 2023 AGM to be held on 15 June 2023. The proposed dividend has not been included as a liability as at 31
\nDecember 2022, in accordance with IAS 10 \u201cEvents after the reporting period\u201d. It will be paid on 22 June 2023 to shareholders who are
\non the register of members at close of business on 26 May 2023.
\n
\n
\n
IP Group management believes that the alternative performance measures included in this document provide valuable information
\nto the readers of the financial statements as they enable the reader to identify a more consistent basis for comparing the business\u2019
\nperformance between financial periods and provide more detail concerning the elements of performance which the managers of
\nthe Group are most directly able to influence or are relevant for an assessment of the Group. They also reflect an important aspect of
\nthe way in which operating targets are defined and performance is monitored by the directors. These measures are not defined by
\nIFRS and therefore may not be directly comparable with other companies\u2019 APMs, including those in the Group\u2019s industry. APMs should
\nbe considered in addition to, and are not intended to be a substitute for, or superior to, IFRS measurements.
\nThe directors believe that these APMs assist in providing additional useful information on the underlying trends, performance and
\nposition of the Group. Consequently, APMs are used by the directors and management for performance analysis, planning, reporting
\nand incentive\u2013setting purposes.
\nCalculation
\nAPM
\nReference for
\nreconciliation
Definition and purpose
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nNAV per
\nshare
\n1
\nPrimary
\nstatements,
\nnote 21
\nNAV per share is defined as Net Assets divided by the number of
\noutstanding shares.
\nThe measure shows net assets managed on behalf of shareholders by
\nthe Group per outstanding share.
\nNAV per share is a standard measure used within our peer group and
\ncan be directly compared with the Group\u2019s share price.
\nNAV
\u00a31,376.1m
\u00a31,738.1m
\nShares in issue
1,035,077,632
1,040,754,160
\nNAV per share
132.9p
167.0p
\nReturn on
\nNAV
\nPrimary
\nstatements
\nnote 4
\nReturn on NAV is defined as the total comprehensive income or loss
\nfor the year excluding charges which do not impact on net assets,
\nspecifically share\u2013based payment charges.
\nThe measure shows a summary of the income statement gains and
\nlosses which directly impact NAV.
\nTotal
\ncomprehensive
\nincome
\n(344.0)
449.6
\nExcluding:
\nShare-based
\npayment charge
\n2.9
2.6
\nReturn on NAV
(341.1)
452.2
\nNet portfolio
\ngains
\nnote 13, 15, 22
Net portfolio gains are defined as the movement in the value of
\nholdings in the portfolio due as a result of realised and unrealised gains
\nand losses.
\nThe measure shows a summary of the income statement gains and
\nlosses which are directly attributable to the Total Portfolio (see definition
\non page 246), which is a headline measure for the Group\u2019s portfolio
\nperformance.
\nThis is a key driver of the Return on NAV which is a performance metric
\nfor directors\u2019 and employees\u2019 incentives.
\nChange in
\nfair value of
\nequity and debt
\ninvestments
\n(303.4)
415.9
\nGain on disposal
\nof equity
\ninvestments
\n(7.8)
81.5
\nChange in fair
\nvalue of LP
\ninterests
\n2
\n2.1
1.8
\nNet portfolio
\ngains
\n(309.1)
499.2
\n
\n
\n
Calculation
\nAPM
\nReference for
\nreconciliation
Definition and purpose
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nTotal
\nportfolio
\nConsolidated
\nstatement
\nof financial
\nposition,
\nnote 13,14
\nTotal portfolio is defined as the total of equity investments, debt
\ninvestments and investments in LPs.
\nThis measure represents the aggregate balance sheet amounts
\nwhich the Group considers to be its investment portfolio, and which
\nis described in further detail within the portfolio review section of the
\nstrategic report.
\nEquity
\ninvestments
\n1,120.8
1,391.8
\nDebt investments
38.1
22.8
\nLP interests
99.6
92.9
\nTotal Portfolio
1,258.5
1,507.5
\nPortfolio
\ninvestment
\n3
\nPrimary
\nstatements
\nPortfolio investment is defined as the purchase of equity and debt
\ninvestments plus investments into limited participation interests.
\nThis gives a combined measure of investment into the Group\u2019s portfolio.
\nPurchase of
\nequity and debt
\ninvestments
\n(88.9)
(103.7)
\nInvestment in
\nlimited and
\nlimited liability
\npartnerships
\n(4.6)
(3.0)
\nPortfolio
\ninvestment
(93.5)
(106.7)
\nNet
\noverheads
\nFinancial
\nreview,
\nnote 8
\nNet overheads are defined as the Group\u2019s core overheads less
\noperating income. The measure reflects the Group\u2019s controllable net
\noperating \u201ccash\u2013equivalent\u201d central cost base.
\nNet overheads exclude items such as share\u2013based payments and
\nconsolidated portfolio company costs.
\nOther income
7.1
13.6
\nOther
\nadministrative
\nexpenses
\n(27.4)
(33.2)
\nExcluding:
\nAdministrative
\nexpenses \u2013
\nconsolidated
\nportfolio
\ncompanies
\n0.1
0.1
\nNet overheads
(20.2)
(19.5)
\n
\n
\n
Calculation
\nAPM
\nReference for
\nreconciliation
Definition and purpose
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nGross
\ncash and
\ndeposits
\nPrimary
\nstatements
\nCash and deposits is defined as cash and cash equivalents plus deposits.
\nThe measures give a view of the Group\u2019s liquid resources on a short\u2013
\nterm timeframe. The Group\u2019s Treasury Policy has a maximum maturity
\nlimit of 13 months for deposits.
\nCash and cash
\nequivalents
\n88.7
105.7
\nDeposit
152.8
216.2
\nCash
241.5
321.9
\n(Loss)/profit
\nexcluding
\nONT
\n4
\nPrimary
\nstatements
\n(Loss)/profit excluding ONT is defined as the Groups (loss)/profit for the
\nyear (after tax) excluding the (loss)/profit on the investment held in
\nOxford Nanopore publicly quoted shares both realised and unrealised.
\n(Loss)/gain for
\nthe year
\n(344.5)
499.2
\nExcluding:
\nChange in fair
\nvalue of equity
\ninvestment in
\nOxford Nanopore
\n369.7
(297.1)
\nProfit for the year
25.2
202.1
\n1
\nIn prior years Hard NAV was used to measure performance, now due to the immaterial size of intangible assets this has been replaced by NAV as the most appropriate
\nmeasure.
\n2
\nFollowing the deconsolidation of IPG Cayman LP, LP investments have been added to the definitions of Total Portfolio, and Net Portfolio Gains and a new APM Portfolio
\nInvestment has been created which aggregates investment into equity and debt investments with investments into LP funds, to give a measure reflecting total
\ninvestment into the Group\u2019s portfolio.
\n3
\nThe APM \u2018Net Realisations/Investments\u2019 used in prior years is no longer believed to represent a useful additional measure.
\n4
\nGiven the size and volatility of the Group\u2019s holding in Oxford Nanopore, the directors believe that this new measure showing profit excluding fair value movements in
\nOxford Nanopore represents a useful additional measure for users of the accounts.
\n30
.
Post balance sheet events
\nAs of the reporting date, unrealised fair value losses in respect of the Group\u2019s quoted portfolio totalled \u00a326.2m, largely in respect of
\nOxford Nanopore Technologies plc, which has seen a fair value loss of \u00a328.3m since 31 December 2022.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfNotesAndOtherExplanatoryInformationExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f19511": {
"value": "1.
Basis of preparation
\nA) Basis of preparation
\nThe Annual Report and Accounts of IP Group plc (\u201cIP Group\u201d
\nor the \u201cCompany\u201d) and its subsidiary companies (together,
\nthe \u201cGroup\u201d) are for the year ended 31 December 2022. The
\nprincipal accounting policies adopted in the preparation of the
\nfinancial statements are set out below. The policies have been
\nconsistently applied to all the years presented, unless otherwise
\nstated. The Group financial statements have been prepared
\nand approved by the directors in accordance with international
\naccounting standards in accordance with UK\u2013adopted
\ninternational accounting standards (\u201cUK\u2013adopted IFRS\u201d).
\nThe preparation of financial statements in compliance with IFRS
\nrequires the use of certain critical accounting estimates. It also
\nrequires Group management to exercise judgement in the most
\nappropriate selection of the Group\u2019s accounting policies. The
\nareas where significant judgements and estimates have been
\nmade in preparing the financial statements and their effect are
\ndisclosed in note 2.
\nGoing concern
\nThe financial statements are prepared on a going concern
\nbasis. The directors have completed a detailed financial forecast
\nalongside severe but plausible scenario\u2013based downside
\nstress\u2013testing, including the impact of declining portfolio values
\nand a reduced ability to generate portfolio realisations.
\nAt the balance sheet date, the Group had cash and deposits
\nof \u00a3241.5m, providing liquidity for at least two years\u2019 operating
\nexpenses, portfolio investment and debt repayments at recent
\nlevels. Furthermore, the Group has a portfolio of investments
\nvalued at over \u00a31.26bn, which is anticipated to provide further
\nliquidity over the forecast period. Accordingly, our forecasting
\nindicates that the Group has adequate resources to enable
\nit to meet its obligations including its debt covenants and to
\ncontinue in operational existence for at least the next twelve
\nmonths from the approval date of the accounts. For further
\ndetails see the Group\u2019s viability statement on page 98.
\nChanges in accounting policies
\n(i) New standards, interpretations and amendments effective
\nfrom 1 January 2022
\nNo new standards, interpretations and amendments effective
\nin the year have had a material effect on the Group\u2019s financial
\nstatements.
\n(ii) New standards, interpretations and amendments not yet
\neffective
\nNo new standards, interpretations and amendments not yet
\neffective are expected to have a material effect on the Group\u2019s
\nfuture financial statements.
\n(B) Basis of consolidation
\nIFRS 10 Investment Entity Exemption
\nIFRS 10 defines an investment entity as one which:
\na.
Obtains funds from one or more investors for the purpose
\nof providing those investors with investment management
\nservices
\nb.
Commits to its investors that its business purpose is to invest
\nfunds solely for returns from capital appreciation, investment
\nincome or both
\nc.
Measures and evaluates the performance of substantially all
\nof its investments on a fair value basis
\nWe believe that IP Group plc does not meet this definition of an
\ninvestment entity with the key factors behind this conclusion
\nbeing:
\n\u2022
the absence of specific exit strategies for early\u2013stage assets
\n(indicating condition (b) above is not satisfied)
\n\u2022
the ability to hold investments indefinitely (indicating
\ncondition (b) above is not satisfied)
\n\u2022
the flexibility to explore the direct commercialisation of
\nintellectual property within the Group if that is determined
\nto be the most attractive means of generating value for
\nshareholders. (indicating condition (a) above is not satisfied)
\n
\n
\n
.
\n
\nAccordingly, we have applied IFRS 10 consolidation principles for
\neach group of entities as follows:
\n(i) Subsidiaries
\nWhere the Group has control over an entity, it is classified as a
\nsubsidiary. Typically, the Group owns a non\u2013controlling interest
\nin its portfolio companies; however, in certain circumstances,
\nthe Group takes a controlling interest and hence categorises
\nthe portfolio company as a subsidiary. As per IFRS 10, an entity is
\nclassed as under the control of the Group when all three of the
\nfollowing elements are present: power over the entity; exposure
\nto variable returns from the entity; and the ability of the Group to
\nuse its power to affect those variable returns.
\nIn situations where the Company has the practical ability to
\ndirect the relevant activities of the investee without holding the
\nmajority of the voting rights, it is considered that de facto control
\nexists. In determining whether de facto control exists the Group
\nconsiders the relevant facts and circumstances, including:
\n\u2022
The size of the Company\u2019s voting rights relative to both the
\nsize and dispersion of other parties who hold voting rights;
\n\u2022
Substantive potential voting rights held by the Company and
\nby other parties;
\n\u2022
Other contractual arrangements; and
\n\u2022
Historic patterns in voting attendance.
\nIn assessing the IFRS 10 control criteria in respect of the Group\u2019s
\nprivate portfolio companies, direction of the relevant activities
\nof the company is usually considered to be exercised by the
\ncompany\u2019s board, therefore the key control consideration is
\nwhether the Group currently has a majority of board seats on a
\ngiven company\u2019s board, or is able to obtain a majority of board
\nseats via the exercise of its voting rights. Control is reassessed
\nwhenever facts and circumstances indicate that there may be a
\nchange in any of these elements of control.
\nThe consolidated financial statements present the results of
\nthe Company and its subsidiaries as if they formed a single
\nentity. Intercompany transactions and balances between Group
\ncompanies are therefore eliminated in full. The consolidated
\nfinancial statements incorporate the results of business
\ncombinations using the acquisition method. In the statement of
\nfinancial position, the acquiree\u2019s identifiable assets and liabilities
\nare initially recognised at their fair values at the acquisition
\ndate. Contingent liabilities dependent on the disposed value
\nof an associated investment are only recognised when the
\nfair value is above the associated threshold. The results of
\nacquired operations are included in the consolidated statement
\nof comprehensive income from the date on which control is
\nobtained. They are consolidated until the date on which control
\nceases.
\n(ii) Associates/portfolio companies
\nThe majority of the Group\u2019s portfolio companies are deemed to
\nbe Associates, as the Group has significant influence (generally
\naccompanied by a shareholding of between 20% and 50% of
\nthe voting rights) but not control. A small number of the Group\u2019s
\nportfolio companies are controlled and hence consolidated, as
\nper section (i) above.
\nAs permitted under IAS 28, the Group elects to hold investments
\nin Associates at fair value through profit and loss in accordance
\nwith IFRS 9. This treatment is specified by IAS 28 Investment in
\nAssociates and Joint Ventures, which permits investments held
\nby a venture capital organisation or similar entity to be excluded
\nfrom its measurement methodology requirements where those
\ninvestments are designated, upon initial recognition, as at fair
\nvalue through profit or loss and accounted for in accordance
\nwith IFRS 9 Financial Instruments. Therefore, no associates are
\npresented on the consolidated statement of financial position.
\nChanges in fair value of associates are recognised in profit or
\nloss in the period of the change. The Group has no interests in
\nAssociates through which it carries on its operating business.
\n
\n
\n
\n\nThe disclosures required by Section 409 of the Companies Act
\n2006 for associated undertakings are included in note 13 of the
\nCompany financial statements. Similarly, those investments
\nwhich may not have qualified as an Associate but fall within the
\nwider scope of significant holdings and so are subject to Section
\n409 disclosure acts are also included in note 11 of the Company
\nfinancial statements.
\n(iii) Limited Partnerships and Limited Liability
\nPartnerships (\u201cLimited Partnerships\u201d)
\na) Consolidated Limited Partnership fund holdings
\nThe Group has a holding in the following Limited Partnership
\nfund, which it determines that it controls and hence consolidates
\non a line by line basis:
\nName
\nInterest
\nin Limited
\npartnership
\n%
\nIP Venture Fund II LP (\u201cIPVFII\u201d)
33.3
\nIn order to determine whether the Group controls the above funds,
\nit has considered the IFRS 10 control model and related application
\nguidance. In respect of IPVFII, the Group has power via its role as
\nfund manager of the partnership, and exposure to variable returns
\nvia its 33.3% ownership interest, resulting in the conclusion that the
\nGroup controls and hence consolidates the fund.
\nb) Other non-consolidated Limited Partnership fund holdings
\nIn addition to Limited Partnerships where Group entities act
\nas general partner and investment manager, the Group has
\ninterests in three further entities which are managed by third
\nparties:
\nName
\nInterest
\nin Limited
\npartnership
\n%
\nIPG Cayman LP
58.1
\nUCL Technology Fund LP (\u201cUCL Fund\u201d)
46.4
\nTechnikos LLP (\u201cTechnikos\u201d)
17.7
\nThe rationale for IPG Cayman LP\u2019s categorisation as a non-
\nconsolidated fund is considered a significant accounting
\njudgment and is set out in note 2.
\nThe Group has a 46.4% interest in the total capital commitments
\nof the UCL Fund. The Group has committed \u00a324.8m to the fund
\nalongside the European Investment Fund (\u201cEIF\u201d), University
\nCollege London and other investors. Participation in the UCL Fund
\nprovides the Group with the opportunity to generate financial
\nreturns and visibility of potential intellectual property from
\nacross University College London\u2019s research base.
\nThe Group has an 17.7% interest in the total capital commitments
\nof Technikos, a fund with an exclusive pipeline agreement with
\nOxford University\u2019s Institute of Biomedical Engineering.
\nAt the beginning of 2021 the Group had an 8.3% interest in the
\ntotal capital commitments of Apollo Therapeutics LLP (\u201cApollo\u201d), a
\n\u00a340.0m venture between AstraZeneca, GlaxoSmithKline, Johnson
\n& Johnson and the technology transfer offices of Imperial
\nCollege London, University College London and the University
\nof Cambridge. During the year, the portfolio of programmes
\ndeveloped by Apollo was restructured in a new portfolio
\ncompany, Apollo Therapeutics Limited, concurrent with a $145m
\nfunding round. The Group now holds a 1.9% holding in the Apollo
\nTherapeutics Group Limited, which was transferred into the
\nequity investment portfolio.
\nSee note 27 for disclosure of outstanding commitments in
\nrespect of Limited Partnerships.
\niv) Other third party funds under management
\nIn addition to the Limited Partnership fund IPVFII, described
\nabove, the Group also manages other third-party funds,
\nincluding within its Parkwalk business unit, described in further
\ndetail in the portfolio review section on page 37, and on behalf
\nof Australian superannuation fund Hostplus. In both cases,
\nthe Group has no direct beneficial interest in the assets being
\nmanaged, and therefore its sole exposure to variable returns
\nrelates to performance fees payable on exits above a specified
\nhurdle. As a result, the Group is not deemed to control these
\nmanaged assets and they are not consolidated.
\n
\n
\n
\n\nv) Non\u2013controlling interests
\nThe total comprehensive income, assets and liabilities of non\u2013
\nwholly owned entities are attributed to owners of the parent and
\nto the non\u2013controlling interests in proportion to their relative
\nownership interests.
\nvi) Business combinations
\nThe Group accounts for business combinations using the
\nacquisition method from the date that control is transferred
\nto the Group (see (i) Subsidiaries above). Both the identifiable
\nnet assets and the consideration transferred in the acquisition
\nare measured at fair value at the date of acquisition and
\ntransaction costs are expensed as incurred. Goodwill arising
\non acquisitions is tested at least annually for impairment. In
\ninstances where the Group owns a non\u2013controlling stake prior
\nto acquisition the step acquisition method is applied, and any
\ngain or losses on the fair value of the pre\u2013acquisition holding
\nis recognised in the consolidated statement of comprehensive
\nincome.
\nc) Other accounting policies
\nRegulated capital
\nTop Technology Ventures Limited and Parkwalk Advisors Ltd,
\nare Group subsidiaries which are subject to external capital
\nrequirements imposed by the Financial Conduct Authority
\n(\u201cFCA\u201d) and as such must ensure that they have sufficient
\ncapital to satisfy these requirements. The Group ensures it
\nremains compliant with these requirements as described in their
\nrespective financial statements.
\nLease accounting
\nFor leases there is no longer a distinction between finance
\nand operating leases as all leases are now recognised on the
\nbalance sheet. When a lease commences a lease liability is
\nrecognised that is equal to the present value of the minimum
\nlease payments. A right-of-use asset is also recognised and is
\nequal in value to the lease liability. This represents the right to
\nuse the leased asset for the full term of the lease.
\nShort term leases and low-value leases are exempt from
\nrecognition on the balance sheet and the payments are instead
\nrecognised on a straight-line basis in the income statement
\nin the same way as they would have under IFRS17. Right-of-
\nuse assets are depreciated over the total lease term. As the
\ndiscounting is unwound, interest is charged in the income
\nstatement and increases the lease liabilities. When lease
\npayments are made, the lease liabilities reduce. Therefore, both
\nright of use assets and lease liabilities have nil value at the end
\nof the lease. Lease payments are discounted using the interest
\nrate implicit in the lease or the incremental borrowing rate where
\nthe interest rate implicit in the lease is not available.
\nCash flow statement classification
\nCash flow relating to portfolio investments have been presented
\nas investing cash flows as opposed to cash flows from operating
\nactivities. Management considers this to be an appropriate
\nclassification representing the fact that the relevant cashflows
\nare allocated towards resources intended to generate future
\nincome and cash flows.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f19518": {
"value": "IP Group plc",
"dimensions": {
"concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f19519": {
"value": "IP Group plc",
"dimensions": {
"concept": "ifrs-full:NameOfParentEntity",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f19520": {
"value": "plc",
"dimensions": {
"concept": "ifrs-full:LegalFormOfEntity",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f19523": {
"value": "2022-12-31",
"dimensions": {
"concept": "ifrs-full:DateOfEndOfReportingPeriod2013",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f19539": {
"value": "Going concern The financial statements are prepared on a going concern
\nbasis. The directors have completed a detailed financial forecast
\nalongside severe but plausible scenario\u2013based downside
\nstress\u2013testing, including the impact of declining portfolio values
\nand a reduced ability to generate portfolio realisations.
\nAt the balance sheet date, the Group had cash and deposits
\nof \u00a3241.5m, providing liquidity for at least two years\u2019 operating
\nexpenses, portfolio investment and debt repayments at recent
\nlevels. Furthermore, the Group has a portfolio of investments
\nvalued at over \u00a31.26bn, which is anticipated to provide further
\nliquidity over the forecast period. Accordingly, our forecasting
\nindicates that the Group has adequate resources to enable
\nit to meet its obligations including its debt covenants and to
\ncontinue in operational existence for at least the next twelve
\nmonths from the approval date of the accounts. For further
\ndetails see the Group\u2019s viability statement on page 98.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGoingConcernExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f19559": {
"value": "Changes in accounting policies (i) New standards, interpretations and amendments effective
\nfrom 1 January 2022
\nNo new standards, interpretations and amendments effective
\nin the year have had a material effect on the Group\u2019s financial
\nstatements.
\n(ii) New standards, interpretations and amendments not yet
\neffective
\nNo new standards, interpretations and amendments not yet
\neffective are expected to have a material effect on the Group\u2019s
\nfuture financial statements.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesAccountingEstimatesAndErrorsExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f19560": {
"value": "Changes in accounting policies (i) New standards, interpretations and amendments effective
\nfrom 1 January 2022
\nNo new standards, interpretations and amendments effective
\nin the year have had a material effect on the Group\u2019s financial
\nstatements.
\n(ii) New standards, interpretations and amendments not yet
\neffective
\nNo new standards, interpretations and amendments not yet
\neffective are expected to have a material effect on the Group\u2019s
\nfuture financial statements.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f19576": {
"value": "(B) Basis of consolidation IFRS 10 Investment Entity Exemption
\nIFRS 10 defines an investment entity as one which:
\na.
Obtains funds from one or more investors for the purpose
\nof providing those investors with investment management
\nservices
\nb.
Commits to its investors that its business purpose is to invest
\nfunds solely for returns from capital appreciation, investment
\nincome or both
\nc.
Measures and evaluates the performance of substantially all
\nof its investments on a fair value basis
\nWe believe that IP Group plc does not meet this definition of an
\ninvestment entity with the key factors behind this conclusion
\nbeing:
\n\u2022
the absence of specific exit strategies for early\u2013stage assets
\n(indicating condition (b) above is not satisfied)
\n\u2022
the ability to hold investments indefinitely (indicating
\ncondition (b) above is not satisfied)
\n\u2022
the flexibility to explore the direct commercialisation of
\nintellectual property within the Group if that is determined
\nto be the most attractive means of generating value for
\nshareholders. (indicating condition (a) above is not satisfied)
\n
\n
\n
.
\nAccordingly, we have applied IFRS 10 consolidation principles for
\neach group of entities as follows:
\n(i) Subsidiaries
\nWhere the Group has control over an entity, it is classified as a
\nsubsidiary. Typically, the Group owns a non\u2013controlling interest
\nin its portfolio companies; however, in certain circumstances,
\nthe Group takes a controlling interest and hence categorises
\nthe portfolio company as a subsidiary. As per IFRS 10, an entity is
\nclassed as under the control of the Group when all three of the
\nfollowing elements are present: power over the entity; exposure
\nto variable returns from the entity; and the ability of the Group to
\nuse its power to affect those variable returns.
\nIn situations where the Company has the practical ability to
\ndirect the relevant activities of the investee without holding the
\nmajority of the voting rights, it is considered that de facto control
\nexists. In determining whether de facto control exists the Group
\nconsiders the relevant facts and circumstances, including:
\n\u2022
The size of the Company\u2019s voting rights relative to both the
\nsize and dispersion of other parties who hold voting rights;
\n\u2022
Substantive potential voting rights held by the Company and
\nby other parties;
\n\u2022
Other contractual arrangements; and
\n\u2022
Historic patterns in voting attendance.
\nIn assessing the IFRS 10 control criteria in respect of the Group\u2019s
\nprivate portfolio companies, direction of the relevant activities
\nof the company is usually considered to be exercised by the
\ncompany\u2019s board, therefore the key control consideration is
\nwhether the Group currently has a majority of board seats on a
\ngiven company\u2019s board, or is able to obtain a majority of board
\nseats via the exercise of its voting rights. Control is reassessed
\nwhenever facts and circumstances indicate that there may be a
\nchange in any of these elements of control.
\nThe consolidated financial statements present the results of
\nthe Company and its subsidiaries as if they formed a single
\nentity. Intercompany transactions and balances between Group
\ncompanies are therefore eliminated in full. The consolidated
\nfinancial statements incorporate the results of business
\ncombinations using the acquisition method. In the statement of
\nfinancial position, the acquiree\u2019s identifiable assets and liabilities
\nare initially recognised at their fair values at the acquisition
\ndate. Contingent liabilities dependent on the disposed value
\nof an associated investment are only recognised when the
\nfair value is above the associated threshold. The results of
\nacquired operations are included in the consolidated statement
\nof comprehensive income from the date on which control is
\nobtained. They are consolidated until the date on which control
\nceases.
\n(ii) Associates/portfolio companies
\nThe majority of the Group\u2019s portfolio companies are deemed to
\nbe Associates, as the Group has significant influence (generally
\naccompanied by a shareholding of between 20% and 50% of
\nthe voting rights) but not control. A small number of the Group\u2019s
\nportfolio companies are controlled and hence consolidated, as
\nper section (i) above.
\nAs permitted under IAS 28, the Group elects to hold investments
\nin Associates at fair value through profit and loss in accordance
\nwith IFRS 9. This treatment is specified by IAS 28 Investment in
\nAssociates and Joint Ventures, which permits investments held
\nby a venture capital organisation or similar entity to be excluded
\nfrom its measurement methodology requirements where those
\ninvestments are designated, upon initial recognition, as at fair
\nvalue through profit or loss and accounted for in accordance
\nwith IFRS 9 Financial Instruments. Therefore, no associates are
\npresented on the consolidated statement of financial position.
\nChanges in fair value of associates are recognised in profit or
\nloss in the period of the change. The Group has no interests in
\nAssociates through which it carries on its operating business.
\n
\n
\n
\n\nThe disclosures required by Section 409 of the Companies Act
\n2006 for associated undertakings are included in note 13 of the
\nCompany financial statements. Similarly, those investments
\nwhich may not have qualified as an Associate but fall within the
\nwider scope of significant holdings and so are subject to Section
\n409 disclosure acts are also included in note 11 of the Company
\nfinancial statements.
\n(iii) Limited Partnerships and Limited Liability
\nPartnerships (\u201cLimited Partnerships\u201d)
\na) Consolidated Limited Partnership fund holdings
\nThe Group has a holding in the following Limited Partnership
\nfund, which it determines that it controls and hence consolidates
\non a line by line basis:
\nName
\nInterest
\nin Limited
\npartnership
\n%
\nIP Venture Fund II LP (\u201cIPVFII\u201d)
33.3
\nIn order to determine whether the Group controls the above funds,
\nit has considered the IFRS 10 control model and related application
\nguidance. In respect of IPVFII, the Group has power via its role as
\nfund manager of the partnership, and exposure to variable returns
\nvia its 33.3% ownership interest, resulting in the conclusion that the
\nGroup controls and hence consolidates the fund.
\nb) Other non-consolidated Limited Partnership fund holdings
\nIn addition to Limited Partnerships where Group entities act
\nas general partner and investment manager, the Group has
\ninterests in three further entities which are managed by third
\nparties:
\nName
\nInterest
\nin Limited
\npartnership
\n%
\nIPG Cayman LP
58.1
\nUCL Technology Fund LP (\u201cUCL Fund\u201d)
46.4
\nTechnikos LLP (\u201cTechnikos\u201d)
17.7
\nThe rationale for IPG Cayman LP\u2019s categorisation as a non-
\nconsolidated fund is considered a significant accounting
\njudgment and is set out in note 2.
\nThe Group has a 46.4% interest in the total capital commitments
\nof the UCL Fund. The Group has committed \u00a324.8m to the fund
\nalongside the European Investment Fund (\u201cEIF\u201d), University
\nCollege London and other investors. Participation in the UCL Fund
\nprovides the Group with the opportunity to generate financial
\nreturns and visibility of potential intellectual property from
\nacross University College London\u2019s research base.
\nThe Group has an 17.7% interest in the total capital commitments
\nof Technikos, a fund with an exclusive pipeline agreement with
\nOxford University\u2019s Institute of Biomedical Engineering.
\nAt the beginning of 2021 the Group had an 8.3% interest in the
\ntotal capital commitments of Apollo Therapeutics LLP (\u201cApollo\u201d), a
\n\u00a340.0m venture between AstraZeneca, GlaxoSmithKline, Johnson
\n& Johnson and the technology transfer offices of Imperial
\nCollege London, University College London and the University
\nof Cambridge. During the year, the portfolio of programmes
\ndeveloped by Apollo was restructured in a new portfolio
\ncompany, Apollo Therapeutics Limited, concurrent with a $145m
\nfunding round. The Group now holds a 1.9% holding in the Apollo
\nTherapeutics Group Limited, which was transferred into the
\nequity investment portfolio.
\nSee note 27 for disclosure of outstanding commitments in
\nrespect of Limited Partnerships.
\niv) Other third party funds under management
\nIn addition to the Limited Partnership fund IPVFII, described
\nabove, the Group also manages other third-party funds,
\nincluding within its Parkwalk business unit, described in further
\ndetail in the portfolio review section on page 37, and on behalf
\nof Australian superannuation fund Hostplus. In both cases,
\nthe Group has no direct beneficial interest in the assets being
\nmanaged, and therefore its sole exposure to variable returns
\nrelates to performance fees payable on exits above a specified
\nhurdle. As a result, the Group is not deemed to control these
\nmanaged assets and they are not consolidated.
\n
\n
\n
\n\nv) Non\u2013controlling interests
\nThe total comprehensive income, assets and liabilities of non\u2013
\nwholly owned entities are attributed to owners of the parent and
\nto the non\u2013controlling interests in proportion to their relative
\nownership interests.
\nvi) Business combinations
\nThe Group accounts for business combinations using the
\nacquisition method from the date that control is transferred
\nto the Group (see (i) Subsidiaries above). Both the identifiable
\nnet assets and the consideration transferred in the acquisition
\nare measured at fair value at the date of acquisition and
\ntransaction costs are expensed as incurred. Goodwill arising
\non acquisitions is tested at least annually for impairment. In
\ninstances where the Group owns a non\u2013controlling stake prior
\nto acquisition the step acquisition method is applied, and any
\ngain or losses on the fair value of the pre\u2013acquisition holding
\nis recognised in the consolidated statement of comprehensive
\nincome.
\nc) Other accounting policies
\nRegulated capital
\nTop Technology Ventures Limited and Parkwalk Advisors Ltd,
\nare Group subsidiaries which are subject to external capital
\nrequirements imposed by the Financial Conduct Authority
\n(\u201cFCA\u201d) and as such must ensure that they have sufficient
\ncapital to satisfy these requirements. The Group ensures it
\nremains compliant with these requirements as described in their
\nrespective financial statements.
\nLease accounting
\nFor leases there is no longer a distinction between finance
\nand operating leases as all leases are now recognised on the
\nbalance sheet. When a lease commences a lease liability is
\nrecognised that is equal to the present value of the minimum
\nlease payments. A right-of-use asset is also recognised and is
\nequal in value to the lease liability. This represents the right to
\nuse the leased asset for the full term of the lease.
\nShort term leases and low-value leases are exempt from
\nrecognition on the balance sheet and the payments are instead
\nrecognised on a straight-line basis in the income statement
\nin the same way as they would have under IFRS17. Right-of-
\nuse assets are depreciated over the total lease term. As the
\ndiscounting is unwound, interest is charged in the income
\nstatement and increases the lease liabilities. When lease
\npayments are made, the lease liabilities reduce. Therefore, both
\nright of use assets and lease liabilities have nil value at the end
\nof the lease. Lease payments are discounted using the interest
\nrate implicit in the lease or the incremental borrowing rate where
\nthe interest rate implicit in the lease is not available.
\nCash flow statement classification
\nCash flow relating to portfolio investments have been presented
\nas investing cash flows as opposed to cash flows from operating
\nactivities. Management considers this to be an appropriate
\nclassification representing the fact that the relevant cashflows
\nare allocated towards resources intended to generate future
\nincome and cash flows.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f19647": {
"value": "(i) Subsidiaries Where the Group has control over an entity, it is classified as a
\nsubsidiary. Typically, the Group owns a non\u2013controlling interest
\nin its portfolio companies; however, in certain circumstances,
\nthe Group takes a controlling interest and hence categorises
\nthe portfolio company as a subsidiary. As per IFRS 10, an entity is
\nclassed as under the control of the Group when all three of the
\nfollowing elements are present: power over the entity; exposure
\nto variable returns from the entity; and the ability of the Group to
\nuse its power to affect those variable returns.
\nIn situations where the Company has the practical ability to
\ndirect the relevant activities of the investee without holding the
\nmajority of the voting rights, it is considered that de facto control
\nexists. In determining whether de facto control exists the Group
\nconsiders the relevant facts and circumstances, including:
\n\u2022
The size of the Company\u2019s voting rights relative to both the
\nsize and dispersion of other parties who hold voting rights;
\n\u2022
Substantive potential voting rights held by the Company and
\nby other parties;
\n\u2022
Other contractual arrangements; and
\n\u2022
Historic patterns in voting attendance.
\nIn assessing the IFRS 10 control criteria in respect of the Group\u2019s
\nprivate portfolio companies, direction of the relevant activities
\nof the company is usually considered to be exercised by the
\ncompany\u2019s board, therefore the key control consideration is
\nwhether the Group currently has a majority of board seats on a
\ngiven company\u2019s board, or is able to obtain a majority of board
\nseats via the exercise of its voting rights. Control is reassessed
\nwhenever facts and circumstances indicate that there may be a
\nchange in any of these elements of control.
\nThe consolidated financial statements present the results of
\nthe Company and its subsidiaries as if they formed a single
\nentity. Intercompany transactions and balances between Group
\ncompanies are therefore eliminated in full. The consolidated
\nfinancial statements incorporate the results of business
\ncombinations using the acquisition method. In the statement of
\nfinancial position, the acquiree\u2019s identifiable assets and liabilities
\nare initially recognised at their fair values at the acquisition
\ndate. Contingent liabilities dependent on the disposed value
\nof an associated investment are only recognised when the
\nfair value is above the associated threshold. The results of
\nacquired operations are included in the consolidated statement
\nof comprehensive income from the date on which control is
\nobtained. They are consolidated until the date on which control
\nceases. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f19699": {
"value": "(ii) Associates/portfolio companies The majority of the Group\u2019s portfolio companies are deemed to
\nbe Associates, as the Group has significant influence (generally
\naccompanied by a shareholding of between 20% and 50% of
\nthe voting rights) but not control. A small number of the Group\u2019s
\nportfolio companies are controlled and hence consolidated, as
\nper section (i) above.
\nAs permitted under IAS 28, the Group elects to hold investments
\nin Associates at fair value through profit and loss in accordance
\nwith IFRS 9. This treatment is specified by IAS 28 Investment in
\nAssociates and Joint Ventures, which permits investments held
\nby a venture capital organisation or similar entity to be excluded
\nfrom its measurement methodology requirements where those
\ninvestments are designated, upon initial recognition, as at fair
\nvalue through profit or loss and accounted for in accordance
\nwith IFRS 9 Financial Instruments. Therefore, no associates are
\npresented on the consolidated statement of financial position.
\nChanges in fair value of associates are recognised in profit or
\nloss in the period of the change. The Group has no interests in
\nAssociates through which it carries on its operating business.
\n
\n
\n
\n\nThe disclosures required by Section 409 of the Companies Act
\n2006 for associated undertakings are included in note 13 of the
\nCompany financial statements. Similarly, those investments
\nwhich may not have qualified as an Associate but fall within the
\nwider scope of significant holdings and so are subject to Section
\n409 disclosure acts are also included in note 11 of the Company
\nfinancial statements.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfSignificantInvestmentsInAssociatesExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f19881": {
"value": "v) Non\u2013controlling interests The total comprehensive income, assets and liabilities of non\u2013
\nwholly owned entities are attributed to owners of the parent and
\nto the non\u2013controlling interests in proportion to their relative
\nownership interests. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfNoncontrollingInterestsExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f19889": {
"value": "vi) Business combinations The Group accounts for business combinations using the
\nacquisition method from the date that control is transferred
\nto the Group (see (i) Subsidiaries above). Both the identifiable
\nnet assets and the consideration transferred in the acquisition
\nare measured at fair value at the date of acquisition and
\ntransaction costs are expensed as incurred. Goodwill arising
\non acquisitions is tested at least annually for impairment. In
\ninstances where the Group owns a non\u2013controlling stake prior
\nto acquisition the step acquisition method is applied, and any
\ngain or losses on the fair value of the pre\u2013acquisition holding
\nis recognised in the consolidated statement of comprehensive
\nincome.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsAndGoodwillExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f19890": {
"value": "vi) Business combinations The Group accounts for business combinations using the
\nacquisition method from the date that control is transferred
\nto the Group (see (i) Subsidiaries above). Both the identifiable
\nnet assets and the consideration transferred in the acquisition
\nare measured at fair value at the date of acquisition and
\ntransaction costs are expensed as incurred. Goodwill arising
\non acquisitions is tested at least annually for impairment. In
\ninstances where the Group owns a non\u2013controlling stake prior
\nto acquisition the step acquisition method is applied, and any
\ngain or losses on the fair value of the pre\u2013acquisition holding
\nis recognised in the consolidated statement of comprehensive
\nincome.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBusinessCombinationsExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f19917": {
"value": "Lease accounting For leases there is no longer a distinction between finance
\nand operating leases as all leases are now recognised on the
\nbalance sheet. When a lease commences a lease liability is
\nrecognised that is equal to the present value of the minimum
\nlease payments. A right-of-use asset is also recognised and is
\nequal in value to the lease liability. This represents the right to
\nuse the leased asset for the full term of the lease.
\nShort term leases and low-value leases are exempt from
\nrecognition on the balance sheet and the payments are instead
\nrecognised on a straight-line basis in the income statement
\nin the same way as they would have under IFRS17. Right-of-
\nuse assets are depreciated over the total lease term. As the
\ndiscounting is unwound, interest is charged in the income
\nstatement and increases the lease liabilities. When lease
\npayments are made, the lease liabilities reduce. Therefore, both
\nright of use assets and lease liabilities have nil value at the end
\nof the lease. Lease payments are discounted using the interest
\nrate implicit in the lease or the incremental borrowing rate where
\nthe interest rate implicit in the lease is not available.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfLeasesExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f19940": {
"value": "Cash flow statement classification Cash flow relating to portfolio investments have been presented
\nas investing cash flows as opposed to cash flows from operating
\nactivities. Management considers this to be an appropriate
\nclassification representing the fact that the relevant cashflows
\nare allocated towards resources intended to generate future
income and cash flows.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCashFlowStatementExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f19952": {
"value": "2.
Significant accounting estimates and
\njudgements
\nThe directors make judgements and estimates concerning the
\nfuture. Estimates and judgements are continually evaluated and
\nare based on historical experience and other factors, such as
\nexpectations of future events, and are believed to be reasonable
\nunder the circumstances. Actual results may differ from these
\nestimates. The estimates and assumptions which have the most
\nsignificant effects on the carrying amounts of the assets and
\nliabilities in the financial statements are discussed below.
\n(i) Valuation of unquoted equity and debt
\ninvestments and limited participation interests
\n(significant estimate)
\nThe Group\u2019s accounting policy in respect of the valuation of
\nunquoted equity investments is set out in note 13, and in respect
\nof limited participation interests in note 14. In applying this policy,
\nthe key areas over which judgement are exercised include:
\n
\n
\n
\n.
\n\u2022
Consideration of whether a funding round is at arm\u2019s length
\nand therefore representative of fair value.
\n\u2022
The relevance of the price of recent investment as an input
\nto fair value, which typically becomes more subjective as the
\ntime elapsed between the recent investment date and the
\nbalance sheet date increases.
\n\u2022
In the case of companies with complex capital structures,
\nthe appropriate methodology for assigning value to different
\nclasses of equity based on their differing economic rights.
\n\u2022
Where using valuation methods such as discounted cash
\nflows or revenue multiples, the assumptions around inputs
\nincluding the probability of achieving milestones and
\nthe discount rate used, and the choice of comparable
\ncompanies used within revenue multiple analysis.
\n\u2022
Where valuations are based on future events such as sales
\nprocesses or future funding rounds, the appropriate level of
\nexecution risk to be applied to the anticipated event when
\nassessing its valuation impact as at the balance sheet date.
\n\u2022
Debt investments typically represent convertible debt; in such
\ncases judgement is exercised in respect of the estimated
\nequity value received on conversion of the loan.
\nValuations are based on management\u2019s judgement after
\nconsideration of the above and upon available information
\nbelieved to be reliable, which may be affected by conditions
\nin the financial markets. Due to the inherent uncertainty of
\nthe investment valuations, the estimated values may differ
\nsignificantly from the values that would have been used had a
\nready market for the investments existed, and the differences
\ncould be material.
\n(ii) Application of IFRS 10 in respect of IPG Cayman LP
\nand Istesso Limited (significant judgement)
\nIstesso Limited
\nIn respect of Istesso Limited, although the Group has a 56.4%
\nundiluted economic interest in the company, the Group holds
\na significant proportion of its equity via non\u2013voting shares
\nresulting in it holding less than 50% of the voting rights at the
\ncompany. Under Istesso\u2019s Articles of Association, strategic and
\nday-to-day decisions over running of the business rest with
\nthe Board of Directors rather than through shareholder voting
\nrights attached to direct ownership of equity interests held
\nin the entity. In this respect, power over Istesso is exercised
\npredominantly through directors\u2019 meetings, on which IP Group
\nis not deemed to have majority representation. As such, the
\nrelationship between Istesso and IP Group is designed in such
\na way that \u201cshareholder\u201d voting rights are not the dominant
\nfactor in deciding who directs the investee\u2019s relevant activities,
\nbut it is the directors who do so. IP Group does not control the
\nboard of Istesso Limited via a majority of board directors, and is
\nspecifically prevented from appointing additional directors to
\ngain control of the board via restrictions in Istesso\u2019s Articles of
\nAssociation.
\nDuring the year, the Group provided a \u00a310m convertible loan to
\nIstesso Limited. The terms of the loan contain specific provisions
\npreventing its conversion where this would result in IP Group
\nobtaining control of Istesso. Based on an updated control
\nassessment, including considerations around whether IP Group
\nhas \u2018de facto\u2019 control of Istesso including inter alia the number of
\nvoting shares held by the Group and its connected parties and
\nthe dispersion of other parties\u2019 voting rights, we have concluded
\nthat the Group does not control Istesso Limited under IFRS 10
\nIPG Cayman LP
\nThe Group\u2019s US portfolio is held via a limited partnership fund,
\nIPG Cayman LP, which was set up in 2018 to facilitate third
\nparty investment into this portfolio. The fund is managed by IP
\nGroup, Inc., formerly an operating subsidiary of the Group. Prior
\nto 2021, the Group was judged to control both IPG Cayman LP
\nand IP Group, Inc. under IFRS 10 and hence both entities were
\nconsolidated.
\nIn 2021, several events took place which caused us to reassess
\nthe Group\u2019s control of both entities:
\n\u2022
IPG Cayman LP raised additional third\u2013party funds in the first
\nhalf of 2021, which reduced the Group\u2019s stake in the fund from
\n80.7% to 58.1%.
\n
\n
\n
.
\n.
\n
\n\u2022
Investors in the 2021 IPG Cayman LP funding round hold an
\noption to subscribe additional funds which, if exercised,
\nwould result in IP Group holding less than 50% in the fund.
\n\u2022
In November 2021 the Group disposed of its equity in IPG
\nCayman LP\u2019s fund manager, IP Group, Inc. and hence no
\nlonger controls the fund manager.
\nAs a result of these changes, our control assessment concluded
\nthat IPG Inc. is acting as an agent on behalf of all investors in
\nthe Cayman LP and not solely IPG plc, therefore the Group no
\nlonger controls IPG Cayman LP. The Group therefore ceased to
\nconsolidate it from November 2021. See note 22 for further details
\non the accounting impact of the deconsolidation.
\nArriving at this conclusion required the application of
\njudgement, most significantly in assessing the application
\nguidance contained in IFRS 10 B19 which suggests that in some
\ninstances a special relationship may exist (such as the fact that
\nwe remain the largest individual investor in the fund), implying
\nthat an investor has a more than passive interest in the investee.
\nHaving considered this guidance we conclude that on balance
\nthe Group does not have power over IPG Cayman LP and hence
\ndoes not control it.
\nThere have been no significant changes in the facts and
\ncircumstances relating to control considerations in respect of
\nIPG Cayman LP in 2022.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f20157": {
"value": "3.
Financial risk management
\nAs set out in the principal risks and uncertainties section on
\npages 89 to 97, the Group is exposed, through its normal
\noperations, to a number of financial risks, the most significant of
\nwhich are market, liquidity and credit risks.
\nIn general, risk management is carried out throughout the Group
\nunder policies approved by the Board of Directors. The following
\nfurther describes the Group\u2019s objectives, policies and processes
\nfor managing those risks and the methods used to measure
\nthem. Further quantitative information in respect of these risks is
\npresented throughout these financial statements.
\nA) Market risk
\nPrice risk
\nThe Group is exposed to equity securities price risk as a result
\nof the equity and debt investments, and investments in Limited
\nPartnerships held by the Group and categorised as at fair value
\nthrough profit or loss.
\nThe Group mitigates this risk by having established investment
\nappraisal processes and asset monitoring procedures which
\nare subject to overall review by the Board. The Group has also
\nestablished corporate finance and communications teams
\ndedicated to supporting portfolio companies with fundraising
\nactivities and investor relations.
\nThe Group holds 13 investments valued at \u00a3228.7m which are
\npublicly traded (2021: 13, \u00a3662.7m), and the remainder of its
\ninvestments are not traded on an active market.
\nThe net portfolio loss in 2022 of \u00a3304.3m represents a 21.5%
\ndecrease against the opening balance (2021: gain of \u00a3497.4m,
\n42.8%). The table below summarises the impact of a 1% increase/
\ndecrease in the price of both quoted and unquoted investments
\non the Group\u2019s post\u2013tax profit for the year and on equity.
\n
\n
\n
.
\n2022
2021
\nQuoted
\n\u00a3m
\nUnquoted
\n\u00a3m
\nTotal
\n\u00a3m
\nQuoted
\n\u00a3m
\nUnquoted
\n\u00a3m
\nTotal
\n\u00a3m
\nEquity and debt investments and investments in limited
\npartnerships
2.3
10.4
12.7
6.6
8.4
15.0
\n(ii) Foreign exchange risk
\nThe Groups\u2019 main exposure to foreign currency risk is via its
\ninvestment portfolio, which is partially denominated in US dollars,
\nAustralian dollars, Euros and Swedish Krona. Further details of
\ncurrency exposure in the portfolio are given in notes 13 and 14.
\nAdditionally, the Group\u2019s assets include deferred consideration
\nrelating to US dollar denominated proceeds totalling \u00a335.5m
\n(2021: \u00a328.2m), with the largest element relating to proceeds of
\n\u00a328.8m receivable in the first half of 2023 relating to the disposal
\nof WaveOptics.
\nThe Group has entered into forward foreign exchange contracts
\nto mitigate risk of exchange rate exposure to an element of
\nthese proceeds. As at 31 December 2022 the notional amount of
\nthe forward foreign exchange contracts held by the Company
\nwas $26.3 million (2021: nil). The settlement date of these is
\n30 June 2023. The fair value of these contracts at the balance
\nsheet date was \u00a30.1m.
\n(iii) Interest rate risk
\nThe Group holds a debt facility with the European Investment
\nBank and a loan note facility primarily with Phoenix Group with
\nthe overall balance as at 31 December 2022 amounting to
\n\u00a381.9m (excluding setup costs). These loans are all subject to
\nfixed rate interest (following the repayment of variable rate loans
\nin the year) being subject to an average fixed rate interest of
\n4.65% (2021: 3.1%).
\nFor further details of the Group\u2019s loans including covenant
\ndetails see note 19.
\nThe other primary impact of interest rate risk to the Group is the
\nimpact on the income and operating cash flows as a result of
\nthe interest\u2013bearing deposits and cash and cash equivalents
\nheld by the Group.
\n(iv) Concentrations of risk
\nThe Group is exposed to concentration risk via the significant
\nmajority of the portfolio being UK\u2013based companies and thus
\nsubject to the performance of the UK economy. In recent years,
\nthe Group has increased the scale of its operations in the US
\nboth via its holding in IPG Cayman LP and via the relocation
\nof certain portfolio companies to the US. The group has also
\nincreased the scale of its operations in Australia via additional
\ninvestment in this geography.
\nThe Group mitigates this risk, in co\u2013ordination with liquidity risk,
\nby managing its proportion of fixed to floating rate financial
\nassets. The table on page 200 summarises the interest rate
\nprofile of the Group.
\n
\n
\n
\n
\n2022
2021
\nFixed
\nrate
\n\u00a3m
\nFloating
\nrate
\n\u00a3m
\nInterest
\nfree
\n\u00a3m
\nTotal
\n\u00a3m
\nFixed
\nrate
\n\u00a3m
\nFloating
\nrate
\n\u00a3m
\nInterest
\nfree
\n\u00a3m
\nTotal
\n\u00a3m
\nFinancial assets
\nEquity investments
\u2013
\u2013
1,120.8
1,120.8
\u2013
\u2013
1,391.8
1,391.8
\nDebt investments
\u2013
\u2013
38.1
38.1
\u2013
\u2013
22.8
22.8
\nLimited and limited liability
\npartnership interests
\u2013
\u2013
99.6
99.6
\u2013
\u2013
92.9
92.9
\nTrade receivables
\u2013
\u2013
2.1
2.1
\u2013
\u2013
1.7
1.7
\nOther receivables
\u2013
\u2013
6.7
6.7
\u2013
\u2013
5.2
5.2
\nReceivable on sale of debt and
\nequity investments
\u2013
\u2013
48.2
48.2
\u2013
\u2013
42.3
42.3
\nDeposits
152.8
\u2013
\u2013
152.8
216.2
\u2013
\u2013
216.2
\nCash and cash equivalents
\u2013
88.7
\u2013
88.7
\u2013
105.7
\u2013
105.7
\n152.8
88.7
1,315.5
1,557.0
216.2
105.7
1,556.7
1,878.5
\nFinancial liabilities
\nTrade payables
\u2013
\u2013
(1.3)
(1.3)
\u2013
\u2013
(0.6)
(0.6)
\nOther accruals and deferred
\nincome
\u2013
\u2013
(15.6)
(15.6)
\u2013
\u2013
(18.1)
(18.1)
\nBorrowings
(81.4)
\u2013
\u2013
(81.4)
(40.8)
(11.0)
\u2013
(51.8)
\nCarried interest plan liability
\u2013
\u2013
(44.1)
(44.1)
\u2013
\u2013
(33.1)
(33.1)
\nDeferred tax liability
\u2013
\u2013
(6.8)
(6.8)
\u2013
\u2013
(5.8)
(5.8)
\nLoans from Limited Partners of
\nconsolidated funds
\u2013
\u2013
(19.5)
(19.5)
\u2013
\u2013
(18.7)
(18.7)
\nRevenue share liability
\u2013
\u2013
(13.0)
(13.0)
\u2013
\u2013
(13.1)
(13.1)
\n(81.4)
\u2013
(100.3)
(181.7)
(40.8)
(11.0)
(89.4)
(141.2)
\nAt 31 December 2022, if interest rates had been 1% higher/lower, post-tax loss for the year, and other components of equity, would
\nhave been \u00a32.0m (2021: \u00a31.4m) higher/lower as a result of higher interest received on floating rate cash deposits.
\nB) Liquidity risk
\nThe Group seeks to manage liquidity risk, to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash
\nassets safely and profitably. The Group\u2019s treasury management policy asserts that at any one point in time no more than 60%
\nof the Group\u2019s cash and cash equivalents will be placed in fixed-term deposits with a holding period greater than three months.
\nAccordingly, the Group only invests working capital in short-term instruments issued by reputable counterparties. The Group
\ncontinually monitors rolling cash flow forecasts to ensure sufficient cash is available for anticipated cash requirements.
\n
\n
\n
.
\n.
\nC) Credit risk
\nThe Group\u2019s credit risk is primarily attributable to its deposits, cash and cash equivalents, debt investments and trade receivables.
\nThe Group seeks to mitigate its credit risk on cash and cash equivalents by making short-term deposits with counterparties, or
\nby investing in treasury funds with an \u201cAA\u201d credit rating or above managed by institutions. Short-term deposit counterparties are
\nrequired to have most recently reported total assets in excess of \u00a35bn and, where applicable, a prime short-term credit rating at
\nthe time of investment (ratings are generally determined by Moody\u2019s or Standard & Poor\u2019s). Moody\u2019s prime credit ratings of \u201cP1\u201d, \u201cP2\u201d
\nand \u201cP3\u201d indicate respectively that the rating agency considers the counterparty to have a \u201csuperior\u201d, \u201cstrong\u201d or \u201cacceptable\u201d ability
\nto repay short-term debt obligations (generally defined as having an original maturity not exceeding 13 months). An analysis of the
\nGroup\u2019s deposits and cash and cash equivalents balance analysed by credit rating as at the reporting date is shown in the table
\nopposite. All other financial assets are unrated.
\nCredit rating
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nP1
177.4
292.3
\nAAAMMF
\n1
\n54.6
20.2
\nOther
\n2
\n9.5
9.4
\nTotal deposits and cash and cash equivalents
241.5
321.9
\n1
\nThe Group holds \u00a354.6m (2021: \u00a320.2m) with JP Morgan GBP liquidity fund, which has a AAAMMF credit rating with Fitch.
\n2
\nThe Group holds \u00a39.5m (2021 \u00a39.4m) with Arbuthnot Latham, a private bank with no debt in issue and, accordingly, on which a credit rating is not applicable.
\nBloomberg assess Arbuthnot Latham\u2019s 1-year default probability at 0.2107% (2021: 0.1401%).
\nThe Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and
\ncustomers. The Group has detailed policies and strategies which seek to minimise these associated risks including defining
\nmaximum counterparty exposure limits for term deposits based on their perceived financial strength at the commencement of the
\ndeposit. The maximum single counterparty limit for fixed term deposits in excess of 3 months at 31 December 2022 was the greater of
\n60% of total group cash or \u00a350.0m (2021: 60%, \u00a350.0m). In addition, no single institution may hold more than the higher of 50% of total
\ncash or \u00a380m. (2021: 50%, \u00a375m).
\nThe group\u2019s exposure to credit risk on debt investments is managed in a similar way to equity investment price risk, as described
\nabove, through the Group\u2019s investment appraisal processes and asset monitoring procedures which are subject to overall review by
\nthe Board. The maximum exposure to credit risk for debt investments, receivables and other financial assets is represented by their
\ncarrying amount.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f20172": {
"value": "A) Market risk Price risk
\nThe Group is exposed to equity securities price risk as a result
\nof the equity and debt investments, and investments in Limited
\nPartnerships held by the Group and categorised as at fair value
\nthrough profit or loss.
\nThe Group mitigates this risk by having established investment
\nappraisal processes and asset monitoring procedures which
\nare subject to overall review by the Board. The Group has also
\nestablished corporate finance and communications teams
\ndedicated to supporting portfolio companies with fundraising
\nactivities and investor relations.
\nThe Group holds 13 investments valued at \u00a3228.7m which are
\npublicly traded (2021: 13, \u00a3662.7m), and the remainder of its
\ninvestments are not traded on an active market.
\nThe net portfolio loss in 2022 of \u00a3304.3m represents a 21.5%
\ndecrease against the opening balance (2021: gain of \u00a3497.4m,
\n42.8%). The table below summarises the impact of a 1% increase/
\ndecrease in the price of both quoted and unquoted investments
\non the Group\u2019s post\u2013tax profit for the year and on equity. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfMarketRiskExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f20254": {
"value": "(ii) Foreign exchange risk The Groups\u2019 main exposure to foreign currency risk is via its
\ninvestment portfolio, which is partially denominated in US dollars,
\nAustralian dollars, Euros and Swedish Krona. Further details of
\ncurrency exposure in the portfolio are given in notes 13 and 14.
\nAdditionally, the Group\u2019s assets include deferred consideration
\nrelating to US dollar denominated proceeds totalling \u00a335.5m
\n(2021: \u00a328.2m), with the largest element relating to proceeds of
\n\u00a328.8m receivable in the first half of 2023 relating to the disposal
\nof WaveOptics.
\nThe Group has entered into forward foreign exchange contracts
\nto mitigate risk of exchange rate exposure to an element of
\nthese proceeds. As at 31 December 2022 the notional amount of
\nthe forward foreign exchange contracts held by the Company
\nwas $26.3 million (2021: nil). The settlement date of these is
\n30 June 2023. The fair value of these contracts at the balance
\nsheet date was \u00a30.1m.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEffectOfChangesInForeignExchangeRatesExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f20521": {
"value": "B) Liquidity risk The Group seeks to manage liquidity risk, to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash
\nassets safely and profitably. The Group\u2019s treasury management policy asserts that at any one point in time no more than 60%
\nof the Group\u2019s cash and cash equivalents will be placed in fixed-term deposits with a holding period greater than three months.
\nAccordingly, the Group only invests working capital in short-term instruments issued by reputable counterparties. The Group
\ncontinually monitors rolling cash flow forecasts to ensure sufficient cash is available for anticipated cash requirements. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f20564": {
"value": "C) Credit risk The Group\u2019s credit risk is primarily attributable to its deposits, cash and cash equivalents, debt investments and trade receivables.
\nThe Group seeks to mitigate its credit risk on cash and cash equivalents by making short-term deposits with counterparties, or
\nby investing in treasury funds with an \u201cAA\u201d credit rating or above managed by institutions. Short-term deposit counterparties are
\nrequired to have most recently reported total assets in excess of \u00a35bn and, where applicable, a prime short-term credit rating at
\nthe time of investment (ratings are generally determined by Moody\u2019s or Standard & Poor\u2019s). Moody\u2019s prime credit ratings of \u201cP1\u201d, \u201cP2\u201d
\nand \u201cP3\u201d indicate respectively that the rating agency considers the counterparty to have a \u201csuperior\u201d, \u201cstrong\u201d or \u201cacceptable\u201d ability
\nto repay short-term debt obligations (generally defined as having an original maturity not exceeding 13 months). An analysis of the
\nGroup\u2019s deposits and cash and cash equivalents balance analysed by credit rating as at the reporting date is shown in the table
\nopposite. All other financial assets are unrated.
\nCredit rating
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nP1
177.4
292.3
\nAAAMMF
\n1
\n54.6
20.2
\nOther
\n2
\n9.5
9.4
\nTotal deposits and cash and cash equivalents
241.5
321.9
\n1
\nThe Group holds \u00a354.6m (2021: \u00a320.2m) with JP Morgan GBP liquidity fund, which has a AAAMMF credit rating with Fitch.
\n2
\nThe Group holds \u00a39.5m (2021 \u00a39.4m) with Arbuthnot Latham, a private bank with no debt in issue and, accordingly, on which a credit rating is not applicable.
\nBloomberg assess Arbuthnot Latham\u2019s 1-year default probability at 0.2107% (2021: 0.1401%).
\nThe Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and
\ncustomers. The Group has detailed policies and strategies which seek to minimise these associated risks including defining
\nmaximum counterparty exposure limits for term deposits based on their perceived financial strength at the commencement of the
\ndeposit. The maximum single counterparty limit for fixed term deposits in excess of 3 months at 31 December 2022 was the greater of
\n60% of total group cash or \u00a350.0m (2021: 60%, \u00a350.0m). In addition, no single institution may hold more than the higher of 50% of total
\ncash or \u00a380m. (2021: 50%, \u00a375m).
\nThe group\u2019s exposure to credit risk on debt investments is managed in a similar way to equity investment price risk, as described
\nabove, through the Group\u2019s investment appraisal processes and asset monitoring procedures which are subject to overall review by
\nthe Board. The maximum exposure to credit risk for debt investments, receivables and other financial assets is represented by their
carrying amount.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCreditRiskExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f20641": {
"value": "Accounting Policy: Revenue from services is generated primarily from within the United Kingdom and is stated exclusive of value added tax, with
\nfurther revenue generated in the Group\u2019s Australian operations. Revenue is recognised when the Group satisfies its performance
\nobligations, in line with IFRS 15. Revenue breakdown and disclosure requirements under IFRS 15 have not been presented as they
\nare considered immaterial. Revenue from services and other income comprises:
\nFund management services
\nFund management fees include fiduciary fund management fees which are generally earned as a fixed percentage of total
\nfunds under management and are recognised as the related services are provided and performance fees payable from
\nrealisation of agreed returns to investors which are recognised as performance criterion are met.
\nLicence and royalty income
\nThe Group\u2019s IP licences typically constitute separate performance obligations, being separate from other promised goods or
\nservices. Revenue is recognised in line with the performance obligations included in the licence, which can include sales-based,
\nusage-based or milestone-based royalties.
\nAdvisory and corporate finance fees
\nFees earned from the provision of business support services including IP Exec services and fees for IP Group representation on
\nportfolio company boards are recognised as the related services are provided. Corporate finance advisory fees are generally
\nearned as a fixed percentage of total funds raised and recognised at the time the related transaction is successfully concluded.
\nIn some instances, these fees are settled via the issue of equity in the company receiving the corporate finance services at the
\nsame price per share as equity issued as part of the financing round to which the advisory fees apply.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f20642": {
"value": "Accounting Policy:Revenue from services is generated primarily from within the United Kingdom and is stated exclusive of value added tax, with
\nfurther revenue generated in the Group\u2019s Australian operations. Revenue is recognised when the Group satisfies its performance
\nobligations, in line with IFRS 15. Revenue breakdown and disclosure requirements under IFRS 15 have not been presented as they
\nare considered immaterial. Revenue from services and other income comprises:
\nFund management services
\nFund management fees include fiduciary fund management fees which are generally earned as a fixed percentage of total
\nfunds under management and are recognised as the related services are provided and performance fees payable from
\nrealisation of agreed returns to investors which are recognised as performance criterion are met.
\nLicence and royalty income
\nThe Group\u2019s IP licences typically constitute separate performance obligations, being separate from other promised goods or
\nservices. Revenue is recognised in line with the performance obligations included in the licence, which can include sales-based,
\nusage-based or milestone-based royalties.
\nAdvisory and corporate finance fees
\nFees earned from the provision of business support services including IP Exec services and fees for IP Group representation on
\nportfolio company boards are recognised as the related services are provided. Corporate finance advisory fees are generally
\nearned as a fixed percentage of total funds raised and recognised at the time the related transaction is successfully concluded.
\nIn some instances, these fees are settled via the issue of equity in the company receiving the corporate finance services at the
\nsame price per share as equity issued as part of the financing round to which the advisory fees apply.
Accounting Policy
\nEmployee benefits
\nPension obligations
\nThe Group operates a company defined contribution pension scheme for which all employees are eligible. The assets of
\nthe scheme are held separately from those of the Group in independently administered funds. The Group currently makes
\ncontributions on behalf of employees to this scheme or to employee personal pension schemes on an individual basis.
\nThe Group has no further payment obligations once the contributions have been paid. The contributions are recognised as
\nemployee benefit expenses when they are due.
\nShare\u2013based payments
\nThe Group engages in equity-settled share-based payment transactions in respect of services receivable from employees,
\nby granting employees conditional awards of ordinary shares subject to certain vesting conditions. Conditional awards of
\nshares are made pursuant to the Group\u2019s Long Term Incentive Plan (\u201cLTIP\u201d) awards and/or the Group\u2019s Annual Incentive Scheme
\n(\u201cAIS\u201d). The fair value of the shares is estimated at the date of grant, taking into account the terms and conditions of the award,
\nincluding market-based performance conditions.
\nThe fair value at the date of grant is recognised as an expense over the period that the employee provides services, generally the
\nperiod between the start of the performance period and the vesting date of the shares. The corresponding credit is recognised
\nin retained earnings within total equity. The fair value of services is calculated using the market value on the date of award and is
\nadjusted for expected and actual levels of vesting. Where conditional awards of shares lapse, the expense recognised to date is
\ncredited to the statement of comprehensive income in the year in which they lapse. Where the terms for an equity-settled award
\nare modified, and the modification increases the total fair value of the share-based payment or is otherwise beneficial to the
\nemployee at the date of modification, the incremental fair value is amortised over the vesting period.
\nSee the Directors\u2019 Remuneration Report on pages 140 to 162 and note 22 for further details.
Accounting Policy:
\nDeferred tax
\nFull provision is made for deferred tax on all temporary differences resulting from the carrying value of an asset or liability and its
\ntax base. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting
\ndate and are expected to apply when the related deferred tax asset is realised or deferred tax liability settled. Deferred tax assets
\nare recognised to the extent that it is probable that the deferred tax asset will be recovered in the future.
Accounting policy:
\nFinancial assets and liabilities
\nFinancial assets and liabilities are recognised in the balance sheet when
\nthe relevant Group entity becomes a party to the contractual provisions
\nof the instrument. De\u2013recognition occurs when rights to cash flows from a
\nfinancial asset expire, or when a liability is extinguished.
\nDerivative financial instruments are accounted for at fair value through
\nprofit and loss in accordance with IFRS 9. They are revalued at the
\nbalance sheet date based on market prices, with any change in fair
\nvalue being recorded in profit and loss. Derivatives are recognised in the
\nConsolidated statement of financial position as a financial asset when
\ntheir fair value is positive and as a financial liability whey their fair value is
\nnegative. The Group\u2019s derivative financial instruments are not designated
\nas hedging instruments.
\nFinancial assets
\nIn respect of regular way purchases or sales, the Group uses trade date
\naccounting to recognise or derecognise financial assets.
\nThe Group classifies its financial assets into one of the categories listed
\nbelow, depending on the purpose for which the asset was acquired.
\nAt fair value through profit or loss
\nHeld for trading and financial assets are recognised at fair value
\nthrough profit and loss. This category includes equity investments,
\ndebt investments and investments in limited partnerships. Investments
\nin associated undertakings, which are held by the Group with a view
\nto the ultimate realisation of capital gains, are also categorised as at
\nfair value through profit or loss. This measurement basis is consistent
\nwith the fact that the Group\u2019s performance in respect of investments in
\nequity investments, limited partnerships and associated undertakings
\nis evaluated on a fair value basis in accordance with an established
\ninvestment strategy.
\nFinancial assets at fair value through profit or loss are initially recognised
\nat fair value and any gains or losses arising from subsequent
\nchanges in fair value are presented in profit or loss in the statement of
\ncomprehensive income in the period which they arise.
\nAt amortised cost
\nThese assets are non\u2013derivative financial assets with fixed and
\ndeterminable payments that are not quoted in an active market. They
\narise principally through the provision of services to customers (trade
\nreceivables) and are carried at cost less provision for impairment.
\nDeposits
\nDeposits comprise longer\u2013term deposits held with financial institutions
\nwith an original maturity of greater than three months and, in line with IAS
\n7 are not included within cash and cash equivalents. Cash flows related
\nto amounts held on deposit are presented within investing activities in the
\nconsolidated statement of cash flows.
\nCash and cash equivalents
\nCash and cash equivalents include cash in hand and short\u2013term
\ndeposits held with financial institutions with an original maturity of three
\nmonths or less.
\nFinancial liabilities
\nCurrent financial liabilities are composed of trade payables and other
\nshort\u2013term monetary liabilities, which are recognised at amortised cost.
\nNon\u2013current liabilities are composed of loans from Limited Partners of
\nconsolidated funds, outstanding amounts drawn down from a debt
\nfacility provided by the European Investment Bank, loan notes provided
\nby Phoenix Group, carried interest plans liabilities, and revenue share
\nliabilities arising as a result of the Group\u2019s former Technology Pipeline
\nAgreement with University College London.
\nUnless otherwise indicated, the carrying amounts of the Group\u2019s financial
\nliabilities are a reasonable approximation to their fair value. Non\u2013current
\nliabilities are recognised initially at fair value net of transaction costs
\nincurred, and subsequently at amortised cost.
Accounting policy:
\nFair value hierarchy
\nThe Group classifies financial assets using a fair value hierarchy that reflects the significance of the inputs used in making the related fair value
\nmeasurements. The level in the fair value hierarchy, within which a financial asset is classified, is determined on the basis of the lowest level input that is
\nsignificant to that asset\u2019s fair value measurement. The fair value hierarchy has the following levels:
\nLevel 1 \u2013 Quoted prices in active markets.
\nLevel 2 \u2013 Inputs other than quoted prices that are observable, such as prices from market transactions.
\nLevel 3 \u2013 One or more inputs that are not based on observable market data.
\nEquity investments
\nFair value is the underlying principle and is defined as \u201cthe price that would be received to sell an asset in an orderly transaction between market
\nparticipants at the measurement date\u201d (IPEV guidelines, December 2022).
\nWhere the equity structure of a portfolio company involves different class rights in a sale or liquidity event, the Group takes these different rights into
\naccount when forming a view on the value of its investment.
\nValuation techniques used
\nThe fair value of unlisted securities is established using appropriate valuation techniques in line with December 2022 IPEV guidelines. The selection
\nof appropriate valuation techniques is considered on an individual basis in light of the nature, facts and circumstances of the investment and in the
\nexpected view of market participants. The Group selects valuation techniques which make maximum use of market\u2013based inputs. Techniques are
\napplied consistently from period to period, except where a change would result in better estimates of fair value. Several valuation techniques may be
\nused so that the results of one technique may be used as a cross check/corroboration of an alternative technique.
\nValuation techniques used include:
\n\u2022
Quoted bid price: The fair values of quoted investments are based on bid prices in an active market at the reporting date.
\n\u2022
Recent financing: The fair value of unquoted investments which have recently raised equity financing may be calculated with reference to the price of
\nthe recent investment. For investments for which the capital structure involves different class rights in a sale or liquidity event, a full scenario analysis via
\nthe use of the probability\u2013weighted expected return method (PWERM) is used to calculate the implied values of the existing share classes.
\n\u2022
Other: Future market/commercial events: Scenario analysis is used, which is a forward\u2013looking method that considers one or more possible future
\nscenarios. These methods include simplified scenario analysis and relative value scenario analysis, which tie to the fully diluted (\u201cpost\u2013money\u201d)
\nequity value. The PWERM method may be utilised for this valuation technique for investments which have an equity structure which involves different
\nclass rights in a sale or liquidity event.
\n\u2022
Other: Adjusted recent financing price based on past performance: The milestone approach involves making an assessment as to whether there
\nis an indication of change in fair value based on a consideration of the relevant milestones, typically agreed at the time of making the investment
\ndecision.
\n\u2022
Other: Discounted cash flows: deriving the value of a business by calculating the present value of expected future cash flows.
\n\u2022
Other: Revenue multiple: the application of an appropriate multiple to a performance measure (such as earnings or revenue) of the investee
\ncompany in order to derive a value for the business.
The fair value indicated by a recent transaction is used to calibrate inputs used with valuation techniques including those noted on page 213. At each
\nmeasurement date, an assessment is made as to whether changes or events subsequent to the relevant transaction would imply a change in the
\ninvestment\u2019s fair value. The Price of a Recent Investment is not considered a standalone valuation technique (see further considerations below). Where
\nthe current fair value of an investment is unchanged from the price of a recent financing, the Group refers to the valuation basis as \u2018Recent Financing\u2019.
\nPrice of recent investment as an input in assessing fair value
\nThe Group considers that fair value estimates which are based primarily on observable market data will be of greater reliability than those based on
\nassumptions. Given the nature of the Group\u2019s investments in seed, start\u2013up and early\u2013stage companies, where there are often no current and no short\u2013
\nterm future earnings or positive cash flows, it can be difficult to gauge the probability and financial impact of the success or failure of development or
\nresearch activities and to make reliable cash flow forecasts. Consequently, in many cases the most appropriate approach to fair value is a valuation
\ntechnique which is based on market data such as the price of a recent investment, and market participant assumptions as to potential outcomes.
\nCalibrating such scenarios or milestones may result in a fair value equal to price of recent investment for a limited period of time. Often qualitative
\nmilestones provide a directional indication of the movement of fair value.
\nIn applying a calibrated scenario or milestone-approach to determine fair value, consideration is given to performance against milestones that were
\nset at the time of the original investment decision, as well as taking into consideration the key market drivers of the investee company and the overall
\neconomic environment. Factors that the Group considers include, inter alia, technical measures such as product development phases and patent
\napprovals, financial measures such as cash burn rate and profitability expectations, and market and sales measures such as testing phases, product
\nlaunches and market introduction.
\nWhere the Group considers that there is an indication that the fair value has changed, an estimation is made of the required amount of any adjustment
\nfrom the last price of recent investment.
\nWhere a deterioration in value has occurred, the Group reduces the carrying value of the investment to reflect the estimated decrease. If there is
\nevidence of value creation the Group may consider increasing the carrying value of the investment; however, in the absence of additional financing
\nrounds or profit generation it can be difficult to determine the value that a market participant may place on positive developments given the potential
\noutcome and the costs and risks to achieving that outcome and accordingly caution is applied.
\nDebt investments
\nDebt investments are generally unquoted debt instruments which are convertible to equity at a future point in time. Such instruments are considered
\nto be hybrid instruments containing a fixed rate debt host contract with an embedded equity derivative. The Group designates the entire hybrid
\ncontract at fair value through profit or loss on initial recognition and, accordingly, the embedded derivative is not separated from the host contract and
\naccounted for separately. The price at which the debt investment was made may be a reliable indicator of fair value at that date depending on facts
\nand circumstances. Any subsequent remeasurement will be recognised as changes in fair value in the statement of comprehensive income.
\nDisclosure of unrealised and realised gains and losses
\n\u2018Change in fair value of equity and debt investments\u2019 per the Group Income Statement represents unrealised revaluation gains and losses on the
\nGroup\u2019s portfolio of investment.
\nGains on disposal of equity investments represents the difference between the fair value of consideration received and the carrying value at the start of
\nthe accounting period for the investment in question.
\nChanges in fair values of investments do not constitute revenue
Accounting Policy:
\nValuations in respect of Limited and Limited Liability Funds are based on IP Group\u2019s share of the Net Asset Value of the fund as per
\nthe audited financial statements prepared by the fund manager. The key judgements in the preparation of these accounts relate
\nto the valuation of unquoted investments.
\nInvestments in these Limited and Limited Liability Partnerships are recognised at fair value through profit and loss in accordance
\nwith IFRS 9.
\n\u2018Changes in fair value of Limited Partnership investments\u2019 per the Group Income Statement represents revaluation gains and
\nlosses on the Group\u2019s investment in Limited Partnership funds.
Accounting Policy:
\nConsideration in respect of the sale of debt and equity investments may include elements of deferred consideration where
\npayment is received at a pre\u2013agreed future date, and/or elements of contingent consideration where payment is received
\nbased on, for example, achievement of specific drug development milestones. In such instances, these amounts are designated
\nat fair value through profit and loss on initial recognition. Any subsequent remeasurement will be recognised as changes in fair
\nvalue in the statement of comprehensive income.
Accounting Policy:
\nThe Group consolidates the assets of a co\u2013investment fund, IP Venture Fund II LP, which it manages. Loans from third parties of
\nconsolidated funds represent third\u2013party LP loans into this partnership. Under the terms of the Limited Partnership Agreement,
\nthese loans are repayable only upon these funds generating sufficient realisations to repay the Limited Partners. Management
\nanticipates that the funds will generate the required returns and consequently recognises the full associated liabilities.
Accounting Policy:
\nBorrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at
\namortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the
\nconsolidated statement of comprehensive income over the period of the borrowing using the effective interest rate method.
\nCosts incurred in the course of issuing additional debt are recognised on the balance sheet and charged to the income
\nstatement on a straight line basis over the term of the borrowings.
Accounting Policy:
\nThe Group provides for liabilities in respect of revenue sharing obligations arising under the former Technology Pipeline
\nAgreement with Imperial College London. Under this agreement, the Group received founder equity in spin out companies
\nfrom Imperial College, and following a sale of such founder equity, a pre\u2013specified \u201crevenue share\u201d (typically 50%) is payable
\nto Imperial College and other third parties. The liability for this revenue share, based on fair value, is recognised as part of the
\nmovement in fair value through profit or loss (see note 13 for further details).
Accounting policy:
\nFinancial instruments issued by the Group are treated as equity if the holders have only a residual interest in the Group\u2019s assets
\nafter deducting all liabilities. The objective of the Group is to manage capital so as to provide shareholders with above-average
\nreturns through capital growth over the medium to long\u2013term. The Group considers its capital to comprise its share capital, share
\npremium, merger reserve and retained earnings.
Accounting Policy:
\nThe Group operates a number of Long Term Incentive Carry Schemes (\u201cLTICS\u201d) for eligible employees which may result in
\npayments to scheme participants relating to returns from investments.
\nUnder the Group\u2019s LTICS arrangements, a profit\u2013sharing mechanism exists whereby if a specific vintage delivers returns in excess
\nof the base cost of investments together with an agreed hurdle rate, scheme participants receive a share of excess returns. Of
\nthe Group\u2019s total equity and debt investments, 66.6% are included in LTICS arrangements (2021: 44.8%).
\nThe calculation of the liability in respect of the Group\u2019s LTICS is derived from the fair value estimates for the relevant portfolio
\ninvestments and does not involve significant additional judgement (although the fair value of the portfolio is a significant
\naccounting estimate). The actual amounts of carried interest paid will depend on the cash realisations of individual vintages,
\nand valuations may change significantly in the next financial year. Movements in the liability are recognised in the consolidated
\nstatement of comprehensive income.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfSummaryOfSignificantAccountingPoliciesExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f20665": {
"value": "Revenue from services is derived from the provision of advisory and venture capital fund management services or from licensing activities, royalty revenues and patent cost recoveries.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfRevenueFromContractsWithCustomersExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f20666": {
"value": "Revenue from services is derived from the provision of advisory and venture capital fund management services or from licensing activities, royalty revenues and patent cost recoveries. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfRevenueExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f20671": {
"value": "5.
Operating segments
\nFor both the year ended 31 December 2022 and the year ended 31 December 2021, the Group\u2019s revenue and profit before taxation
\nwere derived largely from its principal activities within the UK.
\nFor management reporting purposes, the Group is currently organised into five operating segments:
\ni.
Venture Capital investing within our Life Sciences thematic area
\nii.
Venture Capital investing within our Deeptech thematic area
\niii. Venture Capital investing within our Cleantech thematic area
\niv. Venture Capital investing: Other, representing investments not included within our three thematic areas above, including platform
\ninvestments, and our US and Australian investments
\nv.
the management of third party funds and the provision of corporate finance advice
\n
\n
\n
.
\nFollowing the implementation of the group\u2019s revised strategy, and the decision to formalise the split of the Group\u2019s investment
\nactivities into three thematic areas (Life Sciences, Deeptech and Cleantech), the Directors have concluded that it is no longer
\nappropriate to aggregate the Group\u2019s venture capital investing activities into a single operating segment and have accordingly
\npresented the three thematic areas as separate segments. Reporting line items within Venture Capital investing which are not
\nallocated by thematic sector are presented in the \u2018Venture Capital investing: other\u2019 segment.
\nThese activities are described in further detail in the strategic report on pages 23 to 37.
\nYear ended 31 December 2022
\nVenture
\ncapital
\ninvesting:
\nLife
\nSciences
\n\u00a3m
\nOf which
\nOxford
\nNanopore
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nDeeptech
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nCleantech
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nOther
\n\u00a3m
\nThird party
\nfund
\nmanagement
\n\u00a3m
\nConsolidated
\n\u00a3m
\nSTATEMENT OF COMPREHENSIVE INCOME
\nPortfolio return and revenue
\nChange in fair value of equity and debt
\ninvestments
(399.4)
(369.7)
(21.0)
114.6
2.4
\u2013
(303.4)
\n(Loss)/gain on disposal of equity and debt
\ninvestments
(12.1)
\u2013
4.0
\u2013
0.3
\u2013
(7.8)
\nChange in fair value of limited and limited
\nliability partnership interests
2.1
\u2013
2.1
\nLoss on disposal of subsidiary
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
\nRevenue from services and other income
1.1
6.0
7.1
\n(411.5)
(369.7)
(17.0)
114.6
5.9
6.0
(302.0)
\nAdministrative expenses
\n1
\nCarried interest plan charge
\n1
\n(12.0)
\u2013
(12.0)
\nShare-based payment charge
\n1
\n(2.6)
(0.3)
(2.9)
\nOther administrative expenses
\n1
\n(22.1)
(5.3)
(27.4)
\n(36.7)
(5.6)
(42.3)
\nOperating loss
(334.7)
0.4
(344.3)
\nFinance income
\n1
\n2.1
0.1
2.2
\nFinance costs
\n1
\n(1.4)
\u2013
(1.4)
\nLoss before taxation
(344.0)
0.5
(343.5)
\nTaxation
\n1
\n(1.0)
\u2013
(1.0)
\nLoss for the year
(344.0)
0.5
(344.5)
\n
\n
\n.
\nYear ended 31 December 2022
\nVenture
\ncapital
\ninvesting:
\nLife
\nSciences
\n\u00a3m
\nOf which
\nOxford
\nNanopore
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nDeeptech
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nCleantech
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nOther
\n\u00a3m
\nThird party
\nfund
\nmanagement
\n\u00a3m
\nConsolidated
\n\u00a3m
\nSTATEMENT OF FINANCIAL POSITION
\nAssets
613.8
205.5
230.5
243.8
451.9
17.8
1,557.8
\nLiabilities
\n1
\n(176.0)
(5.7)
(181.7)
\nNet Assets
1,364.0
12.1
1,376.1
\nOther segment items
\nPurchase of debt & equity investments
(38.9)
(3.2)
(20.4)
(22.3)
(7.3)
\u2013
(88.9)
\nRealisations
15.6
\u2013
8.7
3.5
0.3
\u2013
28.1
\nYear ended 31 December 2021
\nVenture
\ncapital
\ninvesting:
\nLife
\nSciences
\n\u00a3m
\nOf which
\nOxford
\nNanopore
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nDeeptech
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nCleantech
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nOther
\n\u00a3m
\nThird party
\nfund
\nmanagement
\n\u00a3m
\nConsolidated
\n\u00a3m
\nSTATEMENT OF COMPREHENSIVE INCOME
\nPortfolio return and revenue
\nChange in fair value of equity and debt
\ninvestments
319.9
284.8
47.0
30.4
18.6
\u2013
415.9
\nGain on disposal of equity investments
55.4
12.3
25.4
0.5
0.2
\u2013
81.5
\nChange in fair value of limited and limited
\nliability partnership interests
1.8
\u2013
1.8
\nLoss on deconsolidation of subsidiary
\u2013
\u2013
\u2013
\u2013
(3.8)
\u2013
(3.8)
\nRevenue from services and other income
5.7
7.9
13.6
\n375.3
297.1
72.4
30.9
22.5
7.9
509.0
\nAdministrative expenses
1
\nCarried interest plan charge
\n1
\n(17.2)
\u2013
(17.2)
\nShare-based payment charge
\n1
\n(2.5)
(0.1)
(2.6)
\nOther administrative expenses
\n1
\n(28.7)
(4.5)
(33.2)
\n(48.4)
(4.6)
(53.0)
\nOperating profit
452.7
3.3
456.0
\nFinance income
\n1
\n0.4
\u2013
0.4
\nFinance costs
\n1
\n(1.8)
\u2013
(1.8)
\nProfit before taxation
451.3
3.3
454.6
\nTaxation
\n1
\n(5.3)
\u2013
(5.3)
\nProfit for the year
446.0
3.3
449.3
\n\n
\n
\n
OUR FINANCIALS
.
\nYear ended 31 December 2021
\nVenture
\ncapital
\ninvesting:
\nLife
\nSciences
\n\u00a3m
\nOf which
\nOxford
\nNanopore
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nDeeptech
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nCleantech
\n\u00a3m
\nVenture
\ncapital
\ninvesting:
\nOther
\n\u00a3m
\nThird party
\nfund
\nmanagement
\n\u00a3m
\nConsolidated
\n\u00a3m
\nSTATEMENT OF FINANCIAL POSITION
\nAssets
1,005.1
572.0
250.3
100.9
505.8
17.2
1,879.3
\nLiabilities
\n1
\n(137.4)
(3.8)
(141.2)
\nNet Assets
1,724.7
13.4
1,738.1
\nOther segment items
\nPurchase of debt & equity investments
(52.2)
(18.7)
(6.7)
(11.9)
(32.9)
\u2013
(103.7)
\nRealisations
167.7
84.1
41.7
2.8
1.2
\u2013
213.4
\n1
\nThese amounts cannot be apportioned to the individual segments of the venture capital investing business. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21175": {
"value": "6.
Auditor\u2019s remuneration
\nDetails of the auditor\u2019s remuneration are set out below:
\n2022
\n\u00a3000
\n2021
\n1
\n\u00a3000
\nAudit fees in respect of Group and subsidiaries, audited by KPMG LLP
578.9
398.3
\nInterim review fee, for review performed by Group auditor KPMG LLP
60.0
55.0
\nAudit fees in respect of Funds, audited by KPMG LLP
15.0
108.1
\nAudit fees in respect of subsidiary companies, audited by Moore Northern Home Counties Limited
68.7
62.0
\nTotal assurance services
722.6
623.4
\nAll other services performed by Group auditor KPMG LLP
\u2013
5.0
\nTotal non\u2013assurance services performed by Group auditor KPMG LLP
\u2013
5.0
\n1
\nThe 2021 audit fee in respect of IPG Cayman LP included within Audit fees in respect of Funds above was pro-rated to reflects its de-consolidation in November 2021.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21245": {
"value": "7.
Operating (loss)/profit
\nOperating (loss)/profit has been arrived at after charging:
\n2022
\n\u00a3000
\n2021
\n\u00a3000
\nDepreciation of right of use asset, property, plant and equipment
(0.6)
(1.6)
\nEmployee costs (see note 9)
(20.0)
(22.5)
\nLoss on disposal or deconsolidation of subsidiary (see note 22)
\u2013
(3.8) ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfOtherOperatingExpenseExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21246": {
"value": "7.
Operating (loss)/profit
\nOperating (loss)/profit has been arrived at after charging:
\n2022
\n\u00a3000
\n2021
\n\u00a3000
\nDepreciation of right of use asset, property, plant and equipment
(0.6)
(1.6)
\nEmployee costs (see note 9)
(20.0)
(22.5)
\nLoss on disposal or deconsolidation of subsidiary (see note 22)
\u2013
(3.8)",
"dimensions": {
"concept": "ifrs-full:DisclosureOfOtherOperatingIncomeExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21247": {
"value": "7.
Operating (loss)/profit
\nOperating (loss)/profit has been arrived at after charging:
\n2022
\n\u00a3000
\n2021
\n\u00a3000
\nDepreciation of right of use asset, property, plant and equipment
(0.6)
(1.6)
\nEmployee costs (see note 9)
(20.0)
(22.5)
\nLoss on disposal or deconsolidation of subsidiary (see note 22)
\u2013
(3.8)",
"dimensions": {
"concept": "ifrs-full:DisclosureOfOtherOperatingIncomeExpenseExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21271": {
"value": "8.
Other administrative expenses
\nOther administrative expenses comprise:
\n2022
\n\u00a3000
\n2021
\n\u00a3000
\nEmployee costs (less share-based payment charge)
17.1
19.9
\nProfessional services
4.0
5.5
\nConsolidated portfolio company costs
0.1
0.1
\nDepreciation of tangible assets
0.6
1.6
\nOther expenses
5.6
6.1
\n27.4
33.2",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGeneralAndAdministrativeExpenseExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21272": {
"value": "8.
Other administrative expenses
\nOther administrative expenses comprise:
\n2022
\n\u00a3000
\n2021
\n\u00a3000
\nEmployee costs (less share-based payment charge)
17.1
19.9
\nProfessional services
4.0
5.5
\nConsolidated portfolio company costs
0.1
0.1
\nDepreciation of tangible assets
0.6
1.6
\nOther expenses
5.6
6.1
\n27.4
33.2",
"dimensions": {
"concept": "ifrs-full:DisclosureOfExpensesExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21336": {
"value": "Accounting Policy Employee benefits
\nPension obligations
\nThe Group operates a company defined contribution pension scheme for which all employees are eligible. The assets of
\nthe scheme are held separately from those of the Group in independently administered funds. The Group currently makes
\ncontributions on behalf of employees to this scheme or to employee personal pension schemes on an individual basis.
\nThe Group has no further payment obligations once the contributions have been paid. The contributions are recognised as
\nemployee benefit expenses when they are due.
\nShare\u2013based payments
\nThe Group engages in equity-settled share-based payment transactions in respect of services receivable from employees,
\nby granting employees conditional awards of ordinary shares subject to certain vesting conditions. Conditional awards of
\nshares are made pursuant to the Group\u2019s Long Term Incentive Plan (\u201cLTIP\u201d) awards and/or the Group\u2019s Annual Incentive Scheme
\n(\u201cAIS\u201d). The fair value of the shares is estimated at the date of grant, taking into account the terms and conditions of the award,
\nincluding market-based performance conditions.
\nThe fair value at the date of grant is recognised as an expense over the period that the employee provides services, generally the
\nperiod between the start of the performance period and the vesting date of the shares. The corresponding credit is recognised
\nin retained earnings within total equity. The fair value of services is calculated using the market value on the date of award and is
\nadjusted for expected and actual levels of vesting. Where conditional awards of shares lapse, the expense recognised to date is
\ncredited to the statement of comprehensive income in the year in which they lapse. Where the terms for an equity-settled award
\nare modified, and the modification increases the total fair value of the share-based payment or is otherwise beneficial to the
\nemployee at the date of modification, the incremental fair value is amortised over the vesting period.
\nSee the Directors\u2019 Remuneration Report on pages 140 to 162 and note 22 for further details.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21346": {
"value": "Share\u2013based payments The Group engages in equity-settled share-based payment transactions in respect of services receivable from employees,
\nby granting employees conditional awards of ordinary shares subject to certain vesting conditions. Conditional awards of
\nshares are made pursuant to the Group\u2019s Long Term Incentive Plan (\u201cLTIP\u201d) awards and/or the Group\u2019s Annual Incentive Scheme
\n(\u201cAIS\u201d). The fair value of the shares is estimated at the date of grant, taking into account the terms and conditions of the award,
\nincluding market-based performance conditions.
\nThe fair value at the date of grant is recognised as an expense over the period that the employee provides services, generally the
\nperiod between the start of the performance period and the vesting date of the shares. The corresponding credit is recognised
\nin retained earnings within total equity. The fair value of services is calculated using the market value on the date of award and is
\nadjusted for expected and actual levels of vesting. Where conditional awards of shares lapse, the expense recognised to date is
\ncredited to the statement of comprehensive income in the year in which they lapse. Where the terms for an equity-settled award
\nare modified, and the modification increases the total fair value of the share-based payment or is otherwise beneficial to the
\nemployee at the date of modification, the incremental fair value is amortised over the vesting period.
See the Directors\u2019 Remuneration Report on pages 140 to 162 and note 22 for further details.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21364": {
"value": "Employee costs (including Executive Directors) comprise: 2022
\n\u00a3000
\n2021
\n\u00a3000
\nSalaries
11.6
12.6
\nDefined contribution pension cost
1.0
1.0
\nShare\u2013based payment charge (see note 23)
2.9
2.6
\nOther bonuses accrued in the year
3.0
4.8
\nSocial security
1.5
1.4
\nTotal staff costs
20.0
22.4
\nThe average monthly number of persons (including executive directors) employed by the Group during the year was 99, all of whom
\nwere involved in management and administration activities (2021: 104). Details of the directors\u2019 remuneration can be found in the
\nDirectors\u2019 Remuneration Report on pages 140 to 162. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEmployeeBenefitsExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21389": {
"value": "The average monthly number of persons (including executive directors) employed by the Group during the year was 99, all of whom were involved in management and administration activities (2021: 104).",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21426": {
"value": "Accounting Policy: Deferred tax
\nFull provision is made for deferred tax on all temporary differences resulting from the carrying value of an asset or liability and its
\ntax base. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting
\ndate and are expected to apply when the related deferred tax asset is realised or deferred tax liability settled. Deferred tax assets
\nare recognised to the extent that it is probable that the deferred tax asset will be recovered in the future.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21429": {
"value": "Deferred tax Full provision is made for deferred tax on all temporary differences resulting from the carrying value of an asset or liability and its
\ntax base. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting
\ndate and are expected to apply when the related deferred tax asset is realised or deferred tax liability settled. Deferred tax assets
are recognised to the extent that it is probable that the deferred tax asset will be recovered in the future.
2022
\n\u00a3000
\n2021
\n\u00a3000
\nCurrent tax
\nUK corporation tax on profits for the year
\u2013
\u2013
\nForeign tax
\u2013
0.1
\n\u2013
0.1
\nDeferred tax
1.0
5.2
\nTotal tax
1.0
5.3
\nThe Group primarily seeks to generate capital gains from its holdings in spin-out companies over the longer-term. The majority of
\nthese capital gains qualify for UK Substantial Shareholding Exemption (\u201cSSE\u201d) and are therefore not taxable, resulting in the Group
\nmaking annual net operating losses from its operations from a UK tax perspective.
\nGains arising on sales of holdings which do not qualify for SSE will ordinarily give rise to taxable profits for the Group, to the extent that
\nthese exceed the Group\u2019s ability to offset gains against current and brought forward tax losses (subject to the relevant restrictions on
\nthe use of brought\u2013forward losses). In such cases, a deferred tax liability is recognised in respect of estimated tax amount payable.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21439": {
"value": "2022 \u00a3000
\n2021
\n\u00a3000
\nCurrent tax
\nUK corporation tax on profits for the year
\u2013
\u2013
\nForeign tax
\u2013
0.1
\n\u2013
0.1
\nDeferred tax
1.0
5.2
\nTotal tax
1.0
5.3
\nThe Group primarily seeks to generate capital gains from its holdings in spin-out companies over the longer-term. The majority of
\nthese capital gains qualify for UK Substantial Shareholding Exemption (\u201cSSE\u201d) and are therefore not taxable, resulting in the Group
\nmaking annual net operating losses from its operations from a UK tax perspective.
\nGains arising on sales of holdings which do not qualify for SSE will ordinarily give rise to taxable profits for the Group, to the extent that
\nthese exceed the Group\u2019s ability to offset gains against current and brought forward tax losses (subject to the relevant restrictions on
the use of brought\u2013forward losses). In such cases, a deferred tax liability is recognised in respect of estimated tax amount payable.
\n
\n
\n
\n
\nThe amount for the year can be reconciled to the profit per the statement of comprehensive income as follows:
\n2022
\n\u00a3000
\n2021
\n\u00a3000
\n(Loss)/profit before tax
(343.5)
454.6
\nTax at the UK corporation tax rate of 19% (2021: 19%)
(65.3)
86.4
\nExpenses not deductible for tax purposes
2.3
3.3
\nIncome not taxable
1.5
(15.4)
\nPrior year adjustment on deferred tax
0.4
0.1
\nNon\u2013taxable income on deconsolidation of subsidiaries
\u2013
0.1
\nFair value movement on investments qualifying for SSE
58.4
(79.0)
\nMovement on share\u2013based payments
0.4
0.4
\nMovement in tax losses arising not recognised
2.9
8.0
\nRate change on deferred tax
0.4
1.4
\nTotal tax charge
1.0
5.3
\nAt 31 December 2022, deductible temporary differences and unused tax losses, for which no deferred tax asset has been recognised,
\ntotalled \u00a3278.7m (2021: \u00a3264.4m). An analysis is shown below:
\n2022
2021
\nAmount
\n\u00a3m
\nDeferred
\ntax
\n\u00a3m
\nAmount
\n\u00a3m
\nDeferred
\ntax
\n\u00a3m
\nAccelerated capital allowances
(0.5)
(0.1)
(0.2)
(0.1)
\nShare\u2013based payment costs and other temporary differences
(15.5)
(3.9)
(25.8)
(6.4)
\nUnused tax losses
(262.7)
(65.7)
(238.4)
(59.6)
\n(278.7)
(69.7)
(264.4)
(66.1)
\nAt 31 December 2022, deductible temporary differences and unused tax losses, for which a deferred tax asset/(liability) has been
\nrecognised, totalled \u00a327.3m (2021: \u00a323.7m). An analysis is shown below:
\n2022
2021
\nAmount
\n\u00a3m
\nDeferred
\ntax
\n\u00a3m
\nAmount
\n\u00a3m
\nDeferred
\ntax
\n\u00a3m
\nTemporary timing differences
79.7
19.9
78.4
19.5
\nUnused tax losses
(52.4)
(13.1)
(54.7)
(13.7)
\n27.3
6.8
23.7
5.8",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21634": {
"value": "11.
Earnings per share
\nEarnings
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nEarnings for the purposes of basic and dilutive earnings per share
(341.5)
448.5
\nNumber of shares
\n2022
\nNumber of
\nshares
\n2021
\nNumber of
\nshares
\nWeighted average number of ordinary shares for the purposes of basic
\nearnings per share
1,034,483,278
1,059,547,189
\nEffect of dilutive potential ordinary shares:
\nOptions or contingently issuable shares
\u2013
16,431,907
\nWeighted average number of ordinary shares for the purposes of diluted
\nearnings per share
1,034,483,278
1,075,979,096
\n2022
\npence
\n2021
\npence
\nBasic
(33.01)
42.33
\nDiluted
(33.01)
41.68
\nNo adjustment has been made to the basic loss per share in the year ended 31 December 2022, as the exercise of share options
\nwould have the effect of reducing the loss per ordinary share, and therefore is not dilutive.
\nPotentially dilutive ordinary shares include contingently issuable shares arising under the Group\u2019s LTIP arrangements, and options
\nissued as part of the Group\u2019s Sharesave schemes and Deferred Bonus Share Plan (for annual bonuses deferred under the terms of
\nthe Group\u2019s Annual Incentive Scheme).",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21709": {
"value": "12.
Categorisation of financial instruments
\nAccounting policy:
\nFinancial assets and liabilities
\nFinancial assets and liabilities are recognised in the balance sheet when
\nthe relevant Group entity becomes a party to the contractual provisions
\nof the instrument. De\u2013recognition occurs when rights to cash flows from a
\nfinancial asset expire, or when a liability is extinguished.
\nDerivative financial instruments are accounted for at fair value through
\nprofit and loss in accordance with IFRS 9. They are revalued at the
\nbalance sheet date based on market prices, with any change in fair
\nvalue being recorded in profit and loss. Derivatives are recognised in the
\nConsolidated statement of financial position as a financial asset when
\ntheir fair value is positive and as a financial liability whey their fair value is
\nnegative. The Group\u2019s derivative financial instruments are not designated
\nas hedging instruments.
\nFinancial assets
\nIn respect of regular way purchases or sales, the Group uses trade date
\naccounting to recognise or derecognise financial assets.
\nThe Group classifies its financial assets into one of the categories listed
\nbelow, depending on the purpose for which the asset was acquired.
\nAt fair value through profit or loss
\nHeld for trading and financial assets are recognised at fair value
\nthrough profit and loss. This category includes equity investments,
\ndebt investments and investments in limited partnerships. Investments
\nin associated undertakings, which are held by the Group with a view
\nto the ultimate realisation of capital gains, are also categorised as at
\nfair value through profit or loss. This measurement basis is consistent
\nwith the fact that the Group\u2019s performance in respect of investments in
\nequity investments, limited partnerships and associated undertakings
\nis evaluated on a fair value basis in accordance with an established
\ninvestment strategy.
\nFinancial assets at fair value through profit or loss are initially recognised
\nat fair value and any gains or losses arising from subsequent
\nchanges in fair value are presented in profit or loss in the statement of
\ncomprehensive income in the period which they arise.
\nAt amortised cost
\nThese assets are non\u2013derivative financial assets with fixed and
\ndeterminable payments that are not quoted in an active market. They
\narise principally through the provision of services to customers (trade
\nreceivables) and are carried at cost less provision for impairment.
\nDeposits
\nDeposits comprise longer\u2013term deposits held with financial institutions
\nwith an original maturity of greater than three months and, in line with IAS
\n7 are not included within cash and cash equivalents. Cash flows related
\nto amounts held on deposit are presented within investing activities in the
\nconsolidated statement of cash flows.
\nCash and cash equivalents
\nCash and cash equivalents include cash in hand and short\u2013term
\ndeposits held with financial institutions with an original maturity of three
\nmonths or less.
\nFinancial liabilities
\nCurrent financial liabilities are composed of trade payables and other
\nshort\u2013term monetary liabilities, which are recognised at amortised cost.
\nNon\u2013current liabilities are composed of loans from Limited Partners of
\nconsolidated funds, outstanding amounts drawn down from a debt
\nfacility provided by the European Investment Bank, loan notes provided
\nby Phoenix Group, carried interest plans liabilities, and revenue share
\nliabilities arising as a result of the Group\u2019s former Technology Pipeline
\nAgreement with University College London.
\nUnless otherwise indicated, the carrying amounts of the Group\u2019s financial
\nliabilities are a reasonable approximation to their fair value. Non\u2013current
\nliabilities are recognised initially at fair value net of transaction costs
\nincurred, and subsequently at amortised cost.
\n
\n
\n
\nNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
.
\nFinancial assets
\nAt fair
\nvalue
\nthrough
\nprofit or loss
\n\u00a3m
\nAmortised
\ncost
\n\u00a3m
\nTotal
\n\u00a3m
\nAt 31 December 2022
\nEquity investments
1,120.8
\u2013
1,120.8
\nDebt investments
38.1
\u2013
38.1
\nLimited and limited liability partnership interests
99.6
\u2013
99.6
\nTrade and other receivables
\u2013
8.8
8.8
\nReceivables on sale of debt and equity investments
48.2
\u2013
48.2
\nDeposits
\u2013
152.8
152.8
\nCash and cash equivalents
\u2013
88.7
88.7
\nAt 31 December 2022
1,306.7
250.3
1,557.0
\nAt 31 December 2021
\nEquity investments
1,391.8
\u2013
1,391.8
\nDebt investments
22.8
\u2013
22.8
\nLimited and limited liability partnership interests
92.9
\u2013
92.9
\nTrade and other receivables
\u2013
6.9
6.9
\nReceivables on sale of debt and equity investments
42.3
\u2013
42.3
\nDeposits
\u2013
216.2
216.2
\nCash and cash equivalents
\u2013
105.7
105.7
\nAt 31 December 2021
1,549.8
328.8
1,878.6
\nIn light of the credit ratings applicable to the Group\u2019s cash and cash equivalent and deposits, (see note 3 for further details), we
\nestimate expected credit losses on the Group\u2019s receivables to be under \u00a30.1m and therefore not disclosed further (2021: less than
\n\u00a30.1m), similarly we have not presented an analysis of credit ratings of trade and other receivable and receivables on sale of debt
\nand equity investments.
\nAll net fair value gains in the year are attributable to financial assets designated at fair value through profit or loss on initial
\nrecognition (2021: all net fair value gains in the year are attributable to financial assets designated at fair value through profit or loss
\non initial recognition).
\nInterest income of \u00a3nil (2021: \u00a3nil) is attributable to financial assets classified as fair value through profit and loss.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21715": {
"value": "Accounting policy: Financial assets and liabilities
\nFinancial assets and liabilities are recognised in the balance sheet when
\nthe relevant Group entity becomes a party to the contractual provisions
\nof the instrument. De\u2013recognition occurs when rights to cash flows from a
\nfinancial asset expire, or when a liability is extinguished.
\nDerivative financial instruments are accounted for at fair value through
\nprofit and loss in accordance with IFRS 9. They are revalued at the
\nbalance sheet date based on market prices, with any change in fair
\nvalue being recorded in profit and loss. Derivatives are recognised in the
\nConsolidated statement of financial position as a financial asset when
\ntheir fair value is positive and as a financial liability whey their fair value is
\nnegative. The Group\u2019s derivative financial instruments are not designated
\nas hedging instruments.
\nFinancial assets
\nIn respect of regular way purchases or sales, the Group uses trade date
\naccounting to recognise or derecognise financial assets.
\nThe Group classifies its financial assets into one of the categories listed
\nbelow, depending on the purpose for which the asset was acquired.
\nAt fair value through profit or loss
\nHeld for trading and financial assets are recognised at fair value
\nthrough profit and loss. This category includes equity investments,
\ndebt investments and investments in limited partnerships. Investments
\nin associated undertakings, which are held by the Group with a view
\nto the ultimate realisation of capital gains, are also categorised as at
\nfair value through profit or loss. This measurement basis is consistent
\nwith the fact that the Group\u2019s performance in respect of investments in
\nequity investments, limited partnerships and associated undertakings
\nis evaluated on a fair value basis in accordance with an established
\ninvestment strategy.
\nFinancial assets at fair value through profit or loss are initially recognised
\nat fair value and any gains or losses arising from subsequent
\nchanges in fair value are presented in profit or loss in the statement of
\ncomprehensive income in the period which they arise.
\nAt amortised cost
\nThese assets are non\u2013derivative financial assets with fixed and
\ndeterminable payments that are not quoted in an active market. They
\narise principally through the provision of services to customers (trade
\nreceivables) and are carried at cost less provision for impairment.
\nDeposits
\nDeposits comprise longer\u2013term deposits held with financial institutions
\nwith an original maturity of greater than three months and, in line with IAS
\n7 are not included within cash and cash equivalents. Cash flows related
\nto amounts held on deposit are presented within investing activities in the
\nconsolidated statement of cash flows.
\nCash and cash equivalents
\nCash and cash equivalents include cash in hand and short\u2013term
\ndeposits held with financial institutions with an original maturity of three
\nmonths or less.
\nFinancial liabilities
\nCurrent financial liabilities are composed of trade payables and other
\nshort\u2013term monetary liabilities, which are recognised at amortised cost.
\nNon\u2013current liabilities are composed of loans from Limited Partners of
\nconsolidated funds, outstanding amounts drawn down from a debt
\nfacility provided by the European Investment Bank, loan notes provided
\nby Phoenix Group, carried interest plans liabilities, and revenue share
\nliabilities arising as a result of the Group\u2019s former Technology Pipeline
\nAgreement with University College London.
\nUnless otherwise indicated, the carrying amounts of the Group\u2019s financial
\nliabilities are a reasonable approximation to their fair value. Non\u2013current
\nliabilities are recognised initially at fair value net of transaction costs
\nincurred, and subsequently at amortised cost.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21731": {
"value": "Financial assets In respect of regular way purchases or sales, the Group uses trade date
\naccounting to recognise or derecognise financial assets.
\nThe Group classifies its financial assets into one of the categories listed
\nbelow, depending on the purpose for which the asset was acquired.
\nAt fair value through profit or loss
\nHeld for trading and financial assets are recognised at fair value
\nthrough profit and loss. This category includes equity investments,
\ndebt investments and investments in limited partnerships. Investments
\nin associated undertakings, which are held by the Group with a view
\nto the ultimate realisation of capital gains, are also categorised as at
\nfair value through profit or loss. This measurement basis is consistent
\nwith the fact that the Group\u2019s performance in respect of investments in
\nequity investments, limited partnerships and associated undertakings
\nis evaluated on a fair value basis in accordance with an established
\ninvestment strategy.
\nFinancial assets at fair value through profit or loss are initially recognised
\nat fair value and any gains or losses arising from subsequent
\nchanges in fair value are presented in profit or loss in the statement of
\ncomprehensive income in the period which they arise.
\nAt amortised cost
\nThese assets are non\u2013derivative financial assets with fixed and
\ndeterminable payments that are not quoted in an active market. They
\narise principally through the provision of services to customers (trade
\nreceivables) and are carried at cost less provision for impairment.
\nDeposits
\nDeposits comprise longer\u2013term deposits held with financial institutions
\nwith an original maturity of greater than three months and, in line with IAS
\n7 are not included within cash and cash equivalents. Cash flows related
\nto amounts held on deposit are presented within investing activities in the
\nconsolidated statement of cash flows.
\nCash and cash equivalents
\nCash and cash equivalents include cash in hand and short\u2013term
\ndeposits held with financial institutions with an original maturity of three
\nmonths or less.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21738": {
"value": "At fair value through profit or loss Held for trading and financial assets are recognised at fair value
\nthrough profit and loss. This category includes equity investments,
\ndebt investments and investments in limited partnerships. Investments
\nin associated undertakings, which are held by the Group with a view
\nto the ultimate realisation of capital gains, are also categorised as at
\nfair value through profit or loss. This measurement basis is consistent
\nwith the fact that the Group\u2019s performance in respect of investments in
\nequity investments, limited partnerships and associated undertakings
\nis evaluated on a fair value basis in accordance with an established
\ninvestment strategy.
\nFinancial assets at fair value through profit or loss are initially recognised
\nat fair value and any gains or losses arising from subsequent
\nchanges in fair value are presented in profit or loss in the statement of
\ncomprehensive income in the period which they arise.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialInstrumentsAtFairValueThroughProfitOrLossExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21739": {
"value": "At fair value through profit or loss Held for trading and financial assets are recognised at fair value
\nthrough profit and loss. This category includes equity investments,
\ndebt investments and investments in limited partnerships. Investments
\nin associated undertakings, which are held by the Group with a view
\nto the ultimate realisation of capital gains, are also categorised as at
\nfair value through profit or loss. This measurement basis is consistent
\nwith the fact that the Group\u2019s performance in respect of investments in
\nequity investments, limited partnerships and associated undertakings
\nis evaluated on a fair value basis in accordance with an established
\ninvestment strategy.
\nFinancial assets at fair value through profit or loss are initially recognised
\nat fair value and any gains or losses arising from subsequent
\nchanges in fair value are presented in profit or loss in the statement of
\ncomprehensive income in the period which they arise.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsAtFairValueThroughProfitOrLossExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21759": {
"value": "At amortised cost These assets are non\u2013derivative financial assets with fixed and
\ndeterminable payments that are not quoted in an active market. They
\narise principally through the provision of services to customers (trade
\nreceivables) and are carried at cost less provision for impairment.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDepreciationAndAmortisationExpenseExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21773": {
"value": "Cash and cash equivalents Cash and cash equivalents include cash in hand and short\u2013term
\ndeposits held with financial institutions with an original maturity of three
months or less.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21781": {
"value": "Financial liabilities Current financial liabilities are composed of trade payables and other
\nshort\u2013term monetary liabilities, which are recognised at amortised cost.
\nNon\u2013current liabilities are composed of loans from Limited Partners of
\nconsolidated funds, outstanding amounts drawn down from a debt
\nfacility provided by the European Investment Bank, loan notes provided
\nby Phoenix Group, carried interest plans liabilities, and revenue share
\nliabilities arising as a result of the Group\u2019s former Technology Pipeline
\nAgreement with University College London.
\nUnless otherwise indicated, the carrying amounts of the Group\u2019s financial
\nliabilities are a reasonable approximation to their fair value. Non\u2013current
\nliabilities are recognised initially at fair value net of transaction costs
incurred, and subsequently at amortised cost.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f21954": {
"value": "13.
Portfolio: Equity and debt investments
\nAccounting policy:
\nFair value hierarchy
\nThe Group classifies financial assets using a fair value hierarchy that reflects the significance of the inputs used in making the related fair value
\nmeasurements. The level in the fair value hierarchy, within which a financial asset is classified, is determined on the basis of the lowest level input that is
\nsignificant to that asset\u2019s fair value measurement. The fair value hierarchy has the following levels:
\nLevel 1 \u2013 Quoted prices in active markets.
\nLevel 2 \u2013 Inputs other than quoted prices that are observable, such as prices from market transactions.
\nLevel 3 \u2013 One or more inputs that are not based on observable market data.
\nEquity investments
\nFair value is the underlying principle and is defined as \u201cthe price that would be received to sell an asset in an orderly transaction between market
\nparticipants at the measurement date\u201d (IPEV guidelines, December 2022).
\nWhere the equity structure of a portfolio company involves different class rights in a sale or liquidity event, the Group takes these different rights into
\naccount when forming a view on the value of its investment.
\nValuation techniques used
\nThe fair value of unlisted securities is established using appropriate valuation techniques in line with December 2022 IPEV guidelines. The selection
\nof appropriate valuation techniques is considered on an individual basis in light of the nature, facts and circumstances of the investment and in the
\nexpected view of market participants. The Group selects valuation techniques which make maximum use of market\u2013based inputs. Techniques are
\napplied consistently from period to period, except where a change would result in better estimates of fair value. Several valuation techniques may be
\nused so that the results of one technique may be used as a cross check/corroboration of an alternative technique.
\nValuation techniques used include:
\n\u2022
Quoted bid price: The fair values of quoted investments are based on bid prices in an active market at the reporting date.
\n\u2022
Recent financing: The fair value of unquoted investments which have recently raised equity financing may be calculated with reference to the price of
\nthe recent investment. For investments for which the capital structure involves different class rights in a sale or liquidity event, a full scenario analysis via
\nthe use of the probability\u2013weighted expected return method (PWERM) is used to calculate the implied values of the existing share classes.
\n\u2022
Other: Future market/commercial events: Scenario analysis is used, which is a forward\u2013looking method that considers one or more possible future
\nscenarios. These methods include simplified scenario analysis and relative value scenario analysis, which tie to the fully diluted (\u201cpost\u2013money\u201d)
\nequity value. The PWERM method may be utilised for this valuation technique for investments which have an equity structure which involves different
\nclass rights in a sale or liquidity event.
\n\u2022
Other: Adjusted recent financing price based on past performance: The milestone approach involves making an assessment as to whether there
\nis an indication of change in fair value based on a consideration of the relevant milestones, typically agreed at the time of making the investment
\ndecision.
\n\u2022
Other: Discounted cash flows: deriving the value of a business by calculating the present value of expected future cash flows.
\n\u2022
Other: Revenue multiple: the application of an appropriate multiple to a performance measure (such as earnings or revenue) of the investee
\ncompany in order to derive a value for the business.
\n
\n
\n
\n\nThe fair value indicated by a recent transaction is used to calibrate inputs used with valuation techniques including those noted on page 213. At each
\nmeasurement date, an assessment is made as to whether changes or events subsequent to the relevant transaction would imply a change in the
\ninvestment\u2019s fair value. The Price of a Recent Investment is not considered a standalone valuation technique (see further considerations below). Where
\nthe current fair value of an investment is unchanged from the price of a recent financing, the Group refers to the valuation basis as \u2018Recent Financing\u2019.
\nPrice of recent investment as an input in assessing fair value
\nThe Group considers that fair value estimates which are based primarily on observable market data will be of greater reliability than those based on
\nassumptions. Given the nature of the Group\u2019s investments in seed, start\u2013up and early\u2013stage companies, where there are often no current and no short\u2013
\nterm future earnings or positive cash flows, it can be difficult to gauge the probability and financial impact of the success or failure of development or
\nresearch activities and to make reliable cash flow forecasts. Consequently, in many cases the most appropriate approach to fair value is a valuation
\ntechnique which is based on market data such as the price of a recent investment, and market participant assumptions as to potential outcomes.
\nCalibrating such scenarios or milestones may result in a fair value equal to price of recent investment for a limited period of time. Often qualitative
\nmilestones provide a directional indication of the movement of fair value.
\nIn applying a calibrated scenario or milestone-approach to determine fair value, consideration is given to performance against milestones that were
\nset at the time of the original investment decision, as well as taking into consideration the key market drivers of the investee company and the overall
\neconomic environment. Factors that the Group considers include, inter alia, technical measures such as product development phases and patent
\napprovals, financial measures such as cash burn rate and profitability expectations, and market and sales measures such as testing phases, product
\nlaunches and market introduction.
\nWhere the Group considers that there is an indication that the fair value has changed, an estimation is made of the required amount of any adjustment
\nfrom the last price of recent investment.
\nWhere a deterioration in value has occurred, the Group reduces the carrying value of the investment to reflect the estimated decrease. If there is
\nevidence of value creation the Group may consider increasing the carrying value of the investment; however, in the absence of additional financing
\nrounds or profit generation it can be difficult to determine the value that a market participant may place on positive developments given the potential
\noutcome and the costs and risks to achieving that outcome and accordingly caution is applied.
\nDebt investments
\nDebt investments are generally unquoted debt instruments which are convertible to equity at a future point in time. Such instruments are considered
\nto be hybrid instruments containing a fixed rate debt host contract with an embedded equity derivative. The Group designates the entire hybrid
\ncontract at fair value through profit or loss on initial recognition and, accordingly, the embedded derivative is not separated from the host contract and
\naccounted for separately. The price at which the debt investment was made may be a reliable indicator of fair value at that date depending on facts
\nand circumstances. Any subsequent remeasurement will be recognised as changes in fair value in the statement of comprehensive income.
\nDisclosure of unrealised and realised gains and losses
\n\u2018Change in fair value of equity and debt investments\u2019 per the Group Income Statement represents unrealised revaluation gains and losses on the
\nGroup\u2019s portfolio of investment.
\nGains on disposal of equity investments represents the difference between the fair value of consideration received and the carrying value at the start of
\nthe accounting period for the investment in question.
\nChanges in fair values of investments do not constitute revenue
\n
\n\n
.
\n\nTop 20 Equity and Debt Investments by holding value
\nThe following table lists information on the 20 most valuable portfolio company investments, which represent 71% of the total portfolio
\nvalue (2021: 75%). Detail on the performance of these companies is included in the Life Sciences, Deeptech and Cleantech portfolio
\nreviews.
\nThe Group engages third-party valuation specialists to provide valuation support where required; during the period we
\ncommissioned third-party valuations on nine out of the top 20 holdings (2021: three).
\nCompany name
Primary valuation basis
\nFair value
\nof Group
\nholding at
\n31 Dec 2022
\n\u00a3m
\nOxford Nanopore Technologies plc
Quoted bid price
205.5
\nFirst Light Fusion Limited
*Adjusted funding
114.5
\nIstesso Limited
*DCF
95.6
\nOxbotica Limited
Recent financing (< 12 months)
65.9
\nFeaturespace Limited
*Revenue multiple
64.1
\nHinge Health, Inc.
*Adjusted funding
53.6
\nUltraleap Holdings Limited
*Adjusted funding
37.9
\nGarrison Technology Limited
*Future market/commercial events
27.7
\nIeso Digital Health Limited
Recent financing (> 12 months)
21.8
\nAkamis Bio Limited
*Adjusted funding
21.3
\nBramble Energy Limited
Recent financing (< 12 months)
20.9
\nOxford Science Enterprises plc
Recent financing (< 12 months)
20.6
\nCrescendo Biologics Limited
Recent financing (< 12 months)
18.7
\nHysata Pty Ltd
Recent financing (< 12 months)
18.7
\nArtios Pharma Limited
Recent financing (> 12 months)
18.3
\nMission Therapeutics Limited
*Recent financing (> 12 months)
18.1
\nNexeon Limited
Recent financing (< 12 months)
16.6
\nSalt Pay Co. Limited
*Adjusted funding
16.5
\nMicrobiotica Limited
Recent financing (< 12 months)
16.1
\nOxular Limited
Recent financing (> 12 months)
15.9
\nTotal
888.3
\n* Third-party valuation specialists used for 31 December 2022 valuation. In these instances, the valuation basis is management\u2019s assessment of the primary valuation
\ninput used by the third-party valuation specialist.
\n
\n
\n\n\nLevel 1
Level 3
\nEquity
\ninvestments
\nin quoted
\nspin\u2013out
\ncompanies
\n\u00a3m
\nUnquoted
\nequity
\ninvestments
\nin spin\u2013out
\ncompanies
\n\u00a3m
\nDebt
\ninvestments
\nin unquoted
\nspin\u2013out
\ncompanies
\n\u00a3m
\nTotal
\n\u00a3m
\nAt 1 January 2022
662.7
729.1
22.8
1,414.6
\nInvestments during the year
7.3
61.4
20.2
88.9
\nTransaction\u2013based reclassifications during the year
\u2013
8.4
(8.4)
\u2013
\nOther transfers between hierarchy levels during the year
\u2013
\u2013
\u2013
\u2013
\nDisposals during period
(27.5)
(14.2)
\u2013
(41.7)
\nFees settled via equity
\u2013
0.5
\u2013
0.5
\nChange in revenue share
\n1
\n\u2013
\u2013
\u2013
\u2013
\nChange in fair value in the year
\n2
\n(416.0)
93.6
3.1
(319.3)
\nChange in FX
\n2
\n2.2
13.3
0.4
15.9
\nAt 31 December 2022
228.7
892.1
38.1
1,158.9
\nAt 1 January 2021
83.4
1,040.6
38.7
1,162.7
\nInvestments during the year
4.8
89.7
9.2
103.7
\nTransaction\u2013based reclassifications during the year
\u2013
23.8
(23.8)
\u2013
\nDeconsolidation of United States portfolio
\u2013
(109.4)
(3.3)
(112.7)
\nTransfers from investment in Limited Partnership funds
\u2013
3.5
\u2013
3.5
\nOther transfers between hierarchy levels during the year
383.2
(383.2)
\u2013
\u2013
\nDisposals during period
(80.8)
(76.7)
(1.6)
(159.1)
\nFees settled via equity
\u2013
0.5
\u2013
0.5
\nChange in revenue share
\n1
\n\u2013
0.1
\u2013
0.1
\nChange in fair value in the year
\n2
\n270.3
137.1
3.7
411.1
\nChange in FX
\n2
\n1.8
3.1
(0.1)
4.8
\nAt 31 December 2021
662.7
729.1
22.8
1,414.6
\n1
\nFor description of revenue share arrangement see description in note 19.
\n2
\nThe total unrealised change in fair value and FX in respect of Level 3 investments was a gain of \u00a3110.4m (2021: gain of \u00a3143.8m).
\nUnquoted equity and debt investment are measured in accordance with IPEV guidelines with reference to the most appropriate
\ninformation available at the time of measurement. Where relevant, several valuation approaches are used in arriving at an estimate
\nof fair value for an individual asset.
\n
\n\n
\n\nFor assets and liabilities that are recognised at fair value on a recurring basis, the Group determines whether transfers have
\noccurred between levels in the hierarchy by re\u2013assessing categorisation (based on the lowest level input that is significant to the
\nfair value measurement as a whole) at the end of each reporting period. Transfers between levels are then made as if the transfer
\ntook place on the first day of the period in question, except in the cases of transfers between tiers based on an initial public offering
\n(\u201cIPO\u201d) of an investment wherein the changes in value prior to the IPO are calculated and reported in level 3, and those changes post
\nare attributed to level 1.
\nTransfers between level 3 and level 1 occur when a previously unquoted investment undertakes an initial public offering, resulting
\nin its equity becoming quoted on an active market. In the current period, transfers of this nature amounted to \u00a3nil (2021: \u00a3383.2m).
\nTransfers between level 1 and level 3 would occur when a quoted investment\u2019s market becomes inactive, or the portfolio company
\nelects to delist. There have been no instances in the current year (2021: no such instances).
\nTransfers between level 3 debt and level 3 equity occur upon conversion of convertible debt into equity. In the current period,
\ntransfers of this nature amounted to \u00a38.4m (2021: \u00a323.8m).
\nThe Group has considered the impact of ESG and climate change issues on its portfolio, including performing a materiality
\nassessment (see TCFD disclosures on page 72) which suggested the Group\u2019s portfolio has a relatively low level of climate change
\nrisk, and clear areas of opportunity via the Group\u2019s Cleantech investments. To view the portfolio split by sector, please refer to the
\nportfolio analysis by sector on page 24. We believe our current valuation approach, based largely on quoted valuations, and recent
\nfinancing transactions, reflects market participant assessment of the ESG and climate risks and opportunities of our portfolio.
\nValuation inputs and sensitivities
\nUnobservable inputs are typically portfolio company-specific and, based on a materiality assessment, are not considered
\nsignificant either at an individual company level or in aggregate where relevant for common factors such as discount rates.
\nThe sensitivity analysis table on page 218 has been prepared in recognition of the fact that some of the valuation methodologies
\napplied by the Group in valuing the portfolio investments involve subjectivity in their significant unobservable inputs. The table
\nillustrates the sensitivity of the valuations to these inputs. The inputs of investments valued using techniques which involve significant
\nsubjectivity have been flexed by +/- 10%.
\n
\n
\n
\n\nValuation Technique
Fair value of
\ninvestments
\nVariable inputs
Variable
\ninput
\nsensitivity
\nPositive impact
Negative impact
Fair value of
\ninvestments
\n2022
\n\u00a3m
\n%
\u00a3m
% of NAV
\u00a3m
% of NAV
2021
\n\u00a3m
\nQuoted
228.7
n/a
+/\u201310
22.9
1.7
(22.9)
(1.7)
662.7
\nRecent financing
\n<12 months
\n289.8
n/a
+/\u201310
29.0
2.1
(29.0)
(2.1)
388.6
\nRecent financing
\n>12 months
\n117.8
n/a
+/\u201310
11.8
0.9
(11.8)
(0.9)
71.6
\nOther: Future market/
\ncommercial events
\n40.7
\u2022
Estimated impact of future event
\n\u2022
Execution risk discount applied to
\nfuture event (where positive)
\n\u2022
Scenario probabilities
\n\u2022
Discount rates
\n\u2022
Extent to which future event
\nis indicative of facts and
\ncircumstances in existence at the
\nbalance sheet date
\n+/\u201310
4.1
0.3
(4.1)
(0.3)
39.5
\nOther: Adjusted recent
\nfinancing
\nprice based on past
\nperformance*
\n306.3
\u2022
Company-specific milestone
\nanalysis
\n+/\u201310
30.6
2.2
(30.6)
(2.2)
147.4
\nOther: Revenue
\nmultiple*
\n77.9
\u2022
Estimate of future recurring
\nrevenues
\n\u2022
Selection of comparable
\ncompanies
\n+/\u201310
7.8
0.6
(7.8)
(0.6)
19.2
\nOther: DCF*
97.7
\u2022
Discount rate
\n\u2022
Clinical trial and drug approval
\nsuccess rates
\n\u2022
Estimate of value and structure
\nof a potential pharmaceutical
\npartnership
\n\u2022
Estimate of addressable market
\n\u2022
Market share and royalty rates
\n\u2022
Probability estimation of liquidity
\nevent
\n+/\u201310
9.8
0.7
(9.8)
(0.7)
85.6
\nTotal
1,158.9
116.0
8.4
(116.0)
(8.4)
1,414.6
\n* Due to the large number of inputs used in the valuation of these assets, unobservable inputs are below a size threshold that would warrant disclosure under IFRS 13,
\nparagraph 93(d). Due to the large number of inputs, any range of reasonably possible alternative assumptions does not significantly impact the fair value and hence
\nno valuation sensitivity is required under IFRS 13 paragraph 93(h)(ii).
\n
\n\n
\n\nWithin the \u2018Other: DCF\u2019 category on page 218 is Istesso Limited, whose equity is valued at \u00a380.8m as at 31 December 2022 (2021:
\n\u00a380.8m). Our estimated range for the value of the Group\u2019s equity investment in Istesso based on this DCF model as at 31 December
\n2022 is \u00a365.0m to \u00a3105.0m (2021: \u00a366.3m to \u00a3106.0m).
\nWithin the \u2018Adjusted valuation\u2019 category on page 218 is First Light Fusion Limited, whose equity is valued at \u00a3114.5m as at 31 December
\n2022 (2021: \u00a357.3m). The valuation of this company involves an assessment against comparable companies and involves certain key
\nassumptions around their comparability and First Light\u2019s assumed maturity value. Our estimated range for the value of the Group\u2019s
\nequity investment in First Light Fusion based on this model as at 31 December 2022 is \u00a392.5m to \u00a3185.8m (2021: The company was
\nvalued based on a recent financing price).
\nIn addition to Istesso Limited and First Light Fusion Limited, eight other assets were reviewed by external valuers. The aggregate of the
\nrange of valuations they concluded upon for these assets was \u00a3234.7m-\u00a3286.5m, and we have selected points within these ranges
\nwhich in aggregate total \u00a3246.7m.
\nChange in fair value in the year
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nFair value gains
183.3
479.0
\nFair value losses
(486.7)
(63.1)
\n(303.4)
415.9
\nThe Company\u2019s interests in subsidiary undertakings are listed in note 10 to the Company\u2019s financial statements.
\nCurrency risk
\nExposure to currency risk through asset allocation, which is calculated by reference to the currency in which the asset or liability is
\nquoted, is shown below.
\nAt 31 December 2022
\nInvestments
\n\u00a3m
\nSensitivity
\n+/- 1%
\n\u00a3m
\nUS dollar
102.2
1.0
\nAustralian dollar
49.6
0.5
\nEuro
3.0
\u2013
\nSwedish Krona
1.5
\u2013
\nTotal
156.3
1.5
\n
\n
\n
\n\nAt 31 December 2021
\nInvestments
\n\u00a3m
\nSensitivity
\n+/- 1%
\n\u00a3m
\nUS dollar
139.0
1.4
\nAustralian dollar
26.6
0.3
\nEuro
\u2013
\u2013
\nTotal
165.6
1.7",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDebtSecuritiesExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f22875": {
"value": "15.
(Loss)/gain on disposal of equity investments
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nDisposal proceeds
28.1
213.4
\nMovement in amounts receivable on sale of debt and equity investments
5.8
27.2
\nCarrying value of investments
(41.7)
(159.1)
\n(Loss)/profit on disposal
(7.8)
81.5
\n(Loss)/profit on disposal of investments is calculated as disposal proceeds plus deferred and contingent consideration receivable in
\nrespect of the sale, less the carrying value of the investment at the point of disposal.
\nThe subsequent receipt of deferred and contingent consideration amounts is reflected in the above table as a positive amount of
\ndisposal proceeds and a negative movement in amounts receivable on sale of debt and equity investments, resulting in no overall
\nmovement in profit on disposal.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInvestmentsAccountedForUsingEquityMethodExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f22902": {
"value": "16.
Trade and other receivables
\nCurrent assets
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nTrade debtors
2.1
1.7
\nPrepayments
0.8
0.4
\nRight of use asset
0.7
1.2
\nOther receivables
5.2
3.6
\nTrade and other receivables
8.8
6.9
\nThe directors consider the carrying amount of trade and other receivables to approximate their fair value. All receivables are interest
\nfree, repayable on demand and unsecured.
\n
\n
\n17
.
Receivable on sale of debt and equity investments
\nAccounting Policy:
\nConsideration in respect of the sale of debt and equity investments may include elements of deferred consideration where
\npayment is received at a pre\u2013agreed future date, and/or elements of contingent consideration where payment is received
\nbased on, for example, achievement of specific drug development milestones. In such instances, these amounts are designated
\nat fair value through profit and loss on initial recognition. Any subsequent remeasurement will be recognised as changes in fair
\nvalue in the statement of comprehensive income.
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nDeferred and contingent consideration (non\u2013current)
6.9
31.3
\nDeferred and contingent consideration (current)
41.3
11.0
\nTotal deferred and contingent consideration
48.2
42.3
\nThe following table summarises the primary valuation basis used to value the deferred consideration:
\nInvestment
Primary Valuation Basis
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nWaveOptics Limited
Discounted sale amount
28.8
23.9
\nEnterprise Therapeutics Holdings Limited
Probability-weighted DFC model
12.5
14.0
\nAthenex, Inc.
Probability-weighted DFC model
5.6
4.2
\nReinfer Limited
Discounted sale amount
1.1
\u2013
\nPerpetuum Limited
Discounted sale amount
0.2
0.2
\nTotal
48.2
42.3",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f23041": {
"value": "18.
Trade and other payables
\nCurrent liabilities
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nTrade payables
1.3
0.5
\nSocial security expenses
0.6
1.0
\nBonus accrual
2.8
3.3
\nLease liability
0.9
1.3
\nPayable to Imperial College and other third parties under revenue share obligations (see note 20)
7.1
8.4
\nOther accruals and deferred income
4.2
4.2
\nTrade and other payables
16.9
18.7",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f23073": {
"value": "19.
Borrowings and Loans from Limited Partners of consolidated funds
\nCurrent liabilities
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nBorrowings
6.3
15.4
\nTotal
6.3
15.4
\nNon\u2013current liabilities
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nLoans drawn down from the Limited Partners of consolidated funds
19.5
18.7
\nBorrowings
75.1
36.4
\nTotal
94.6
55.1
\nLoans drawn down from the Limited Partners of consolidated funds
\nAccounting Policy:
\nThe Group consolidates the assets of a co\u2013investment fund, IP Venture Fund II LP, which it manages. Loans from third parties of
\nconsolidated funds represent third\u2013party LP loans into this partnership. Under the terms of the Limited Partnership Agreement,
\nthese loans are repayable only upon these funds generating sufficient realisations to repay the Limited Partners. Management
\nanticipates that the funds will generate the required returns and consequently recognises the full associated liabilities.
\nThe classification of these loans as non\u2013current reflects the forecast timing of returns and subsequent repayment of loans, which is
\nnot anticipated to occur within one year.
\nAs at 31 December, loans from Limited Partners of consolidated funds comprised loans into IP Venture Fund II LP \u00a319.5m (2021: \u00a318.7m).
\n
\n
\n
\n\nBorrowings
\nAccounting Policy:
\nBorrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at
\namortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the
\nconsolidated statement of comprehensive income over the period of the borrowing using the effective interest rate method.
\nCosts incurred in the course of issuing additional debt are recognised on the balance sheet and charged to the income
\nstatement on a straight line basis over the term of the borrowings.
\nThe Group has expanded its debt facilities in the year with the addition of an agreed borrowing primarily from Phoenix group to an
\nexisting loan from the European Investment Bank which it has used to fund our portfolio of businesses. The terms of the facilities are
\nsummarised below:
\nDescription
\nInitial
\namount
\nOutstanding
\namount
Date drawn
Interest rate
\nRepayment
\nterms
\nRepayment
\ncommencement
\ndate
\nEIB Facility
\u00a350.0m
\u00a321.9m
Feb 2017
Fixed 3.026%
8 years
Jul 2018
\nIP Group Series A Notes
\u00a320.0m
\u00a320.0m
Dec 2022
Fixed 5.230%
5 years
Dec 2027
\nIP Group Series B Notes
\u00a320.0m
\u00a320.0m
Dec 2022
Fixed 5.210%
6 years
Dec 2028
\nIP Group Series C Notes
\u00a320.0m
\u00a320.0m
Dec 2022
Fixed 5.300%
7 years
Dec 2029
\nTotal
\u00a3110.0m
\u00a381.9m
\nLoans totalling \u00a381.9m (2021: \u00a340.8m) are subject to fixed interest rates and are recognised at amortised cost. The fair value of these
\nloans as at 31 December 2022 is \u00a376.9m (2021: \u00a343.0m).
\nIn December 2022, the Group issued the first Tranche of \u00a360m of a \u00a3120m loan Note Purchase Agreement (\u201cNPA\u201d). The Group has a
\nfurther \u00a360m committed borrowing that will be issued in June 2023. The NPA contains the following covenants:
\n\u2022
Total equity must be at least \u00a3500m as at the Group\u2019s 30 June and 31 December reporting dates
\n\u2022
Gross debt less restricted cash must not exceed 25% of total equity as at the Group\u2019s 30 June and 31 December reporting dates
\n\u2022
The Group must maintain cash and cash equivalents of not less than \u00a325m at any time
\nBreach of any of the above covenants constitutes default under the NPA.
\nThe NPA also includes the concept of a \u2018Cash Trap\u2019, which is triggered based on conditions listed on page 226. In the event of the
\nCash Trap being triggered, the Group is not permitted to pay or declare a dividend, or purchase any of its shares. In addition,
\ninvestments are restricted to \u00a32.5m per calendar quarter other than those legally committed to. The Group is also required to place
\nthe net proceeds of all realisations (over a threshold of \u00a31m) into a blocked bank account. Entering a Cash Trap does not constitute a
\ndefault under the NPA.
\n
\n
\n
\n\nA Cash Trap period is entered if any of the following conditions are breached.
\n\u2022
Total equity must be at least \u00a3750m as at the Group\u2019s 30 June and 31 December reporting dates
\n\u2022
Gross debt less restricted cash must not exceed 20% of total equity as at the Group\u2019s 30 June and 31 December reporting dates
\n\u2022
The Group must maintain cash and cash equivalents of not less than \u00a350m at any time.
\nA cash trap period can be remedied by:
\n\u2022
Transferring sufficient cash into the restricted cash account so that gross debt less restricted cash exceeds 20% of total equity
\n\u2022
If because of low equity of high leverage, once these are restored at a subsequent 30 June or 31 December measurement date
\n\u2022
If because of low liquidity, once two month-ends have passed with liquidity > \u00a350m
\nThe EIB loan contains a debt covenant requiring that the ratio of the total fair value of IP Group investments plus cash and qualifying
\nliquidity to debt should at no time fall below 6:1. The Group must maintain that the amount of unencumbered funds freely available
\nto the Group set with reference to the outstanding EIB facility which was \u00a321.9m at December 2022 (2021 \u00a339.9m). The loan also
\nstipulates that on any date, the aggregate of all amounts scheduled for payment to the EIB in the following six months should be kept
\nin a separate bank account, which totalled \u00a33.5m on 31 December 2022 (2021: \u00a39.4m) The Group is required to maintain a minimum
\ncash balance of \u00a313.1m (2001: \u00a330m).
\nThe Group closely monitors that the covenants are adhered to on an ongoing basis and has complied with these covenants
\nthroughout the year. The Group will continue to monitor the covenants\u2019 position against forecasts and budgets to ensure that it
\noperates within the prescribed limits.
\nThe 2022 NPA includes fixed and floating charges over the Company\u2019s assets, details of which are available on Companies House.
\nThe maturity profile of the borrowings including undiscounted cash flows and fixed interest was as follows:
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nDue within 6 months
4.8
8.3
\nDue 6 to 12 months
4.8
8.2
\nDue 1 to 5 years
48.4
38.5
\nDue after 5 years
43.1
\u2013
\nTotal
\n1
\n101.1
55.0
\n
\n\n
\n\nThe maturity profile of the borrowings was as follows:
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nDue within 6 months
3.1
7.7
\nDue 6 to 12 months
3.2
7.7
\nDue 1 to 5 years
35.6
36.4
\nDue after 5 years
40.0
\u2013
\nTotal
\n1
\n81.9
51.8
\n1
\nThese are gross amounts repayable and exclude amortised costs of \u00a30.5m (2021: \u00a3nil) incurred on obtaining the Phoenix loans, these are amortised on a straight line
\nbasis over the life of the borrowings.
\nA reconciliation in the movement in borrowings is as follows:
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nAt 1 January
51.8
67.3
\nAmortisation of costs
\u2013
(0.1)
\nCapitalised loan costs
(0.6)
\u2013
\nRepayment of debt
(29.8)
(15.4)
\nNew borrowings
60.0
\u2013
\nAt 31 December
81.4
51.8
\nThere were no non\u2013cash movements in debt.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBorrowingsExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f23151": {
"value": "Accounting Policy: Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at
\namortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the
\nconsolidated statement of comprehensive income over the period of the borrowing using the effective interest rate method.
\nCosts incurred in the course of issuing additional debt are recognised on the balance sheet and charged to the income
\nstatement on a straight line basis over the term of the borrowings.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingsExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f23484": {
"value": "21.
Share capital
\nAccounting policy:
\nFinancial instruments issued by the Group are treated as equity if the holders have only a residual interest in the Group\u2019s assets
\nafter deducting all liabilities. The objective of the Group is to manage capital so as to provide shareholders with above-average
\nreturns through capital growth over the medium to long\u2013term. The Group considers its capital to comprise its share capital, share
\npremium, merger reserve and retained earnings.
\n2022
2021
\nIssued and fully paid:
Number
\u00a3m
Number
\u00a3m
\nOrdinary shares of 2p each
\nAt 1 January
1,063,033,287
21.3
1,062,353,734
21.3
\nIssued in respect of scrip dividend
154,718
\u2013
679,553
\u2013
\nShare capital at 31 December
1,063,188,005
21.3
1,063,033,287
21.3
\nExisting treasury shares at 1 January
(22,279,127)
(0.4)
\u2013
\u2013
\nPurchase of treasury shares
(7,429,494)
(0.1)
(22,279,127)
(0.4)
\nTransfer of shares in respect of scrip dividend
330,851
\u2013
\u2013
\u2013
\nShares transferred out of treasury for SAYE
497,249
\u2013
\u2013
\u2013
\nSettlement of employee share-based payments
770,148
\u2013
\u2013
\u2013
\nOutstanding at 31 December
1,035,077,632
20.8
1,040,754,160
20.9
\nThe Company has one class of ordinary shares with a par value of 2p (\u201cOrdinary Shares\u201d) which carry equal voting rights, equal rights
\nto income and distributions of assets on liquidation, or otherwise, and no right to fixed income.
\nDuring 2022, the Company purchased 7,429,494 ordinary shares, with an aggregate value of \u00a38.0m, and they are held in treasury.
\nRetained profits have been reduced by \u00a37.9m, being the net consideration paid for these shares, including the expenses directly
\nrelating to the treasury share purchase.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f23485": {
"value": "21.
Share capital
\nAccounting policy:
\nFinancial instruments issued by the Group are treated as equity if the holders have only a residual interest in the Group\u2019s assets
\nafter deducting all liabilities. The objective of the Group is to manage capital so as to provide shareholders with above-average
\nreturns through capital growth over the medium to long\u2013term. The Group considers its capital to comprise its share capital, share
\npremium, merger reserve and retained earnings.
\n2022
2021
\nIssued and fully paid:
Number
\u00a3m
Number
\u00a3m
\nOrdinary shares of 2p each
\nAt 1 January
1,063,033,287
21.3
1,062,353,734
21.3
\nIssued in respect of scrip dividend
154,718
\u2013
679,553
\u2013
\nShare capital at 31 December
1,063,188,005
21.3
1,063,033,287
21.3
\nExisting treasury shares at 1 January
(22,279,127)
(0.4)
\u2013
\u2013
\nPurchase of treasury shares
(7,429,494)
(0.1)
(22,279,127)
(0.4)
\nTransfer of shares in respect of scrip dividend
330,851
\u2013
\u2013
\u2013
\nShares transferred out of treasury for SAYE
497,249
\u2013
\u2013
\u2013
\nSettlement of employee share-based payments
770,148
\u2013
\u2013
\u2013
\nOutstanding at 31 December
1,035,077,632
20.8
1,040,754,160
20.9
\nThe Company has one class of ordinary shares with a par value of 2p (\u201cOrdinary Shares\u201d) which carry equal voting rights, equal rights
\nto income and distributions of assets on liquidation, or otherwise, and no right to fixed income.
\nDuring 2022, the Company purchased 7,429,494 ordinary shares, with an aggregate value of \u00a38.0m, and they are held in treasury.
\nRetained profits have been reduced by \u00a37.9m, being the net consideration paid for these shares, including the expenses directly
\nrelating to the treasury share purchase.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f23492": {
"value": "Accounting policy: Financial instruments issued by the Group are treated as equity if the holders have only a residual interest in the Group\u2019s assets
\nafter deducting all liabilities. The objective of the Group is to manage capital so as to provide shareholders with above-average
\nreturns through capital growth over the medium to long\u2013term. The Group considers its capital to comprise its share capital, share
\npremium, merger reserve and retained earnings.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f23673": {
"value": "23.
Share\u2013based payments
\nIn 2022, the Group continued to incentivise employees through its LTIP and AIS. Both are described in more detail in the Directors\u2019
\nRemuneration Report on pages 140 to 162.
\nDeferred bonus share plan (\u201cDBSP\u201d)
\nAwards made to employees under the Group\u2019s AIS above a certain threshold include 50% deferred into IP Group equity through the
\ngrant of nil\u2013cost options under the Group\u2019s DBSP. The number of nil\u2013cost options granted under the Group\u2019s DBSP is determined by
\nthe share price at the vesting date. The DBSP options are subject to further time\u2013based vesting over two years (typically 50% after
\nyear one and 50% after year two).
\nAn analysis of movements in the DBSP options outstanding is as follows:
\nNumber of
\noptions
\n2022
\nWeighted-
\naverage
\nexercise
\nprice
\n2022
\nNumber of
\noptions
\n2021
\nWeighted-
\naverage
\nexercise
\nprice
\n2021
\nAt 1 January
1,311,615
\u2013
743,489
\u2013
\nAIS deferral shares award during the year
2,066,174
\u2013
975,254
\u2013
\nExercised during the year
(821,107)
\u2013
(407,128)
\u2013
\nForfeit during the year
\u2013
\u2013
\u2013
\u2013
\nAt 31 December
2,556,682
\u2013
1,311,615
\u2013
\nExercisable at 31 December
2,881
\u2013
10,699
\u2013
\n770,148 shares were transferred from treasury in respect of DBSP scheme during the year, comprising 760,933 DBSP options exercised
\non 25th April 2022 and a further 9,215 shares added to reflect scrip dividends issued since the original DBSP award. A further 60,174
\nshares were exercised in December 2022.
\nThe options outstanding at 31 December 2022 had an exercise price of \u00a3nil (2021: \u00a3nil) and a weighted\u2013average remaining
\ncontractual life of 0.6 years (2021: 0.6 years).
\nThe weighted average share price at the date of exercise for share options exercised in 2022 was 84.4p (2021: 121.3p).
\nAs the 2022 AIS financial performance targets were met and as the number of DBSP options to be granted in order to defer such
\nelements of the AIS payments as are required under our remuneration policy are based on a percentage of employees\u2019 salary, the
\nshare\u2013based payments line includes the associated share\u2013based payments expense incurred in 2022.
\nIP Group Restricted Share Plan (\u201cRSP\u201d)
\nAs set out in the Remuneration Policy approved by shareholders in 2022, a Restricted Share Plan was introduced in 2022 to replace
\nthe previous LTIP structure. Vesting of these awards will take place over a three-year period commencing on 1 April 2023. Any RSP
\nawards that vest will be subject to a further two-year holding period. Vesting will be subject to a financial underpin based on NAV
\ngrowth over the vesting period. For 2022 awards, the financial underpin has been set such that NAV per share on the vesting date
\n
\n
\n
\nmust be no lower than 100% of NAV per share on the award date, after making appropriate adjustments for dividends, buy-backs and
\nany other distributions. Further information on the Group\u2019s RSP is set out in the Directors\u2019 Remuneration Report on pages 140 to 162.
\n23
.
Share\u2013based payments
continued
\nThe 2022 RSP awards were made on 28 June 2022. The awards will ordinarily vest on 31 March 2025, to the extent that the
\nperformance conditions have been met.
\nThe movement in the number of shares conditionally awarded under the RSP is set out below:
\nNumber of
\noptions
\n2022
\nWeighted-
\naverage
\nexercise
\nprice
\n2022
\nNumber of
\noptions
\n2021
\nWeighted-
\naverage
\nexercise
\nprice
\n2021
\nAt 1 January
\u2013
\u2013
\u2013
\u2013
\nLapsed during the year
\u2013
\u2013
\u2013
\u2013
\nForfeited during the year
(74,235)
\u2013
\u2013
\u2013
\nNotionally awarded during the year
3,532,744
\u2013
\u2013
\u2013
\nAt 31 December
3,458,509
\u2013
\u2013
\u2013
\nExercisable at 31 December
\u2013
\u2013
\u2013
\u2013
\nThe options outstanding at 31 December 2022 had an exercise price in the range of \u00a3nil and a weighted\u2013average remaining
\ncontractual life of 4.2 years.
\nThe fair value of the RSP shares notionally awarded in 2022 was calculated using the Finnerty pricing model with the following key
\nassumptions:
\n2022
2021
\nIP Group share price as of valuation date
\u00a30.558
\u00a31.254
\nExercise price
\u00a3nil
\u00a3nil
\nIndicated Discount for Lack of Marketability
14.7%
n/a
\nAdjusted probability assigned for performance conditions
20.0%
n/a
\nFair value at grant date
\u00a30.21
\u00a30.35
\nPre 2022 IP Group Long Term Incentive Plan (\u201cLTIP\u201d)
\nAwards under the LTIP take the form of conditional awards of ordinary shares of 2p each in the Group which vest over the prescribed
\nperformance period to the extent that performance conditions have been met. The Remuneration Committee imposes objective
\nconditions on the vesting of awards and these take into consideration the guidance of the Group\u2019s institutional investors from time to
\ntime. Further information on the Group\u2019s LTIP is set out in the Directors\u2019 Remuneration Report on pages 140 to 162.
\n
\n\n
\n\nThe 2021 LTIP awards were made on 6 May 2021. The awards will ordinarily vest on 31 March 2024, to the extent that the performance
\nconditions have been met. The awards are based on the performance of the Group\u2019s NAV and Total Shareholder Return (\u201cTSR\u201d). Both
\nperformance measures are combined into a matrix format to most appropriately measure performance relative to the business, as
\nshown in the Directors\u2019 Remuneration Report within the Group\u2019s 2021 Annual Report and Accounts. The total award is subject to an
\nunderpin based on the relative performance of the Group\u2019s TSR to that of the FTSE 250 index, which can reduce the awards by up to
\n50%. The 2020 LTIP matrix is designed such that up to 100% of the award (prior to the application of the underpin) will vest in full in the
\nevent of both NAV increasing by 15% per year on a cumulative basis, from 1 January 2021 to 31 December 2023, and TSR increasing by
\n15% per year on a cumulative basis from the date of award to 31 March 2024, using an industry\u2013standard average price period at the
\nbeginning and end of the performance period. Further, the matrix is designed such that 30% of the award shall vest (again prior to
\nthe application of the underpin) if the cumulative increase is 8% per annum for both measures over their respective performance
\nperiods (\u201cthreshold performance\u201d). A straight\u2013line sliding scale is applied for performance between the distinct points on the matrix
\nof vesting targets.
\nThe 2020 LTIP awards were made on 19 June 2020. The awards will ordinarily vest on 31 March 2023, to the extent that the performance
\nconditions have been met. The awards are based on the performance of the Group\u2019s NAV and Total Shareholder Return (\u201cTSR\u201d). Both
\nperformance measures are combined into a matrix format to most appropriately measure performance relative to the business, as
\nshown in the Directors\u2019 Remuneration Report within the Group\u2019s 2020 Annual Report and Accounts. The total award is subject to an
\nunderpin based on the relative performance of the Group\u2019s TSR to that of the FTSE 250 index, which can reduce the awards by up to
\n50%. The 2020 LTIP matrix is designed such that up to 100% of the award (prior to the application of the underpin) will vest in full in the
\nevent of both NAV increasing by 15% per year on a cumulative basis, from 1 January 2020 to 31 December 2022, and TSR increasing
\nby 15% per year on a cumulative basis from the date of award to 31 March 2023, using an industry\u2013standard average price period at
\nthe beginning and end of the performance period. Further, the matrix is designed such that 30% of the award shall vest (again prior
\nto the application of the underpin) if the cumulative increase is 8% per annum for both measures over their respective performance
\nperiods (\u201cthreshold performance\u201d). A straight\u2013line sliding scale is applied for performance between the distinct points on the matrix
\nof vesting targets.
\nThe 2019 LTIP awards partially met the threshold performance target and 3,529,818 number vested, 2,534,571 lapsed on 31 March 2022.
\nNAV growth to 31 December 2021 was above the minimum threshold and below the maximum threshold. The one-month average
\nshare price at 31 March 2022 was below lower TSR target and that of the FTSE 250 TSR performance. The performance measures were
\nachieved in full however the underpin was only partially achieved, as a result 51.1% of the 2019 LTIP awards vested on 31 March 2022.
\nVested shares are subject to a further two-year holding period until 31/03/2024 and will be issued to participants only at the end of
\nthis period.
\n
\n
\n
\n\nThe table below sets out the performance measures relating to the 2019 LTIP awards and the actual performance achieved.
\nPerformance condition
\nTarget
\nPerformance
\nActual
\nPerformance
\nNAV (at 31 Dec 2021)
8%: \u00a31.52bn
\u00a31.77bn
\n15%: \u00a31.84bn
(+13.3% p.a.)
\nAnnual TSR (share price)
8%: 119.6p
95p
\n15%: 144.4p
(\u20131.3% p.a. growth)
\nComparative TSR
FTSE 250 +7.1%
IP Group \u20138.4%
\nThe movement in the number of shares conditionally awarded under the LTIP is set out below:
\nNumber of
\noptions
\n2022
\nWeighted-
\naverage
\nexercise
\nprice
\n2022
\nNumber of
\noptions
\n2021
\nWeighted-
\naverage
\nexercise
\nprice
\n2021
\nAt 1 January
17,113,631
\u2013
18,853,309
\u2013
\nLapsed during the year
(2,534,571)
\u2013
(4,753,071)
\u2013
\nForfeited during the year
(89,021)
\u2013
(1,790,049)
\u2013
\nNotionally awarded during the year
\u2013
\u2013
4,803,442
\u2013
\nAt 31 December
14,490,039
\u2013
17,113,631
\u2013
\nExercisable at 31 December
3,529,818
\u2013
\u2013
\u2013
\nThe options outstanding at 31 December 2022 had an exercise price in the range of \u00a3nil (2021: \u00a3nil) and a weighted\u2013average
\nremaining contractual life of 2.0 years (2021: 1.1 years).
\nThe fair value of LTIP shares awarded in 2021 and 2020 for which a charge has been recognised in the year was calculated using
\nMonte Carlo pricing models with the following key assumptions:
\n2021
2020
\nShare price at date of award
\u00a31.254
\u00a30.614
\nExercise price
\u00a3nil
\u00a3nil
\nFair value at grant date
\u00a30.35
\u00a30.20
\nExpected volatility (median of historical 50-day moving average)
39%
38%
\nExpected life (years)
3.0
3.0
\nExpected dividend yield
0%
0%
\nRisk-free interest rate
0.3%
(0.1%)
\n
\n
\n
\n\nFormer Touchstone LTIPs
\nIn 2017, as a result of the combination with Touchstone, award holders under existing Touchstone long term incentive share schemes
\nwere entitled to receive 2.2178 new IP Group shares in exchange for each Touchstone share, an exchange ratio set out in the offer
\ndocument for the acquisition (the \u201cexchange ratio\u201d).
\n2016 schemes:
\nIt was proposed that, given the short period of time since grant, awards would not become exercisable in connection with the Offer
\nand therefore that no progress towards meeting performance targets had been made. Instead award holders were offered the
\nopportunity to release their awards in exchange for the grant of a replacement award of equivalent value over shares in IP Group
\nand the exercise price was set at 3.33p divided by the exchange ratio. The vesting dates on the replacement awards remained the
\nsame as the original award, being 1 December 2020, 1 December 2021 and 1 December 2022. The replacement awards are subject to
\nperformance conditions adjusted from those attaching to the original Touchstone award as follows: a) the Net Asset Value (\u201cNAV\u201d)
\ncondition will be adjusted to reflect Touchstone\u2019s portfolio being part of the enlarged Group following the acquisition and b) the Total
\nShareholder Return (\u201cTSR\u201d) condition will be adjusted so that TSR shall be measured by reference to the performance of IP Group
\nshares over the performance period with the starting share price for such purpose being adjusted by dividing the existing starting
\nshare price of 290p by the exchange ratio detailed above. The TTO specific targets remain the same.
\nNumber of
\noptions
\n2022
\nWeighted-
\naverage
\nexercise
\nprice
\n2022
\nNumber of
\noptions
\n2021
\nWeighted-
\naverage
\nexercise
\nprice
\n2021
\nAt 1 January
102,033
0.01
386,794
0.01
\nForfeited during the year
\u2013
0.01
\u2013
0.01
\nLapsed during the year
(91,064)
0.01
(258,958)
0.01
\nVested during the year
(10,969)
0.01
(25,803)
0.01
\nAt 31 December
\u2013
0.01
102,033
0.01
\nExercisable at 31 December
\u2013
\u2013
\u2013
\u2013
\nThere were no options outstanding at 31 December 2022, (2021: exercise price of 1.366p and a weighted-average remaining
\ncontractual life of 0.9 years).
\n2006 schemes:
\nHolders of 2006 Touchstone awards were offered the opportunity to release each of their awards in exchange for the grant of a
\nreplacement award of equivalent value over shares in IP Group. The exercise period and time\u2013based vesting provisions for the
\nreplacement awards remained the same as the original Touchstone awards but the shareholder return performance condition will
\nbe updated by reference to the exchange ratio. Awards under the 2006 scheme were exercisable to some extent at the time of the
\ngrant of replacement awards, subject to meeting the applicable vesting conditions.
\n
\n
\n
\n\nNumber of
\noptions
\n2022
\nWeighted\u2013
\naverage
\nexercise
\nprice
\n2022
\nNumber of
\noptions
\n2021
\nWeighted\u2013
\naverage
\nexercise
\nprice
\n2021
\nAt 1 January
1,078,099
2.13
1,078,099
2.13
\nAt 31 December
1,078,099
2.13
1,078,099
2.13
\nExercisable at 31 December
1,078,099
2.13
1,078,099
2.13
\nThe options outstanding at 31 December 2022 had an exercise price of \u00a32.13 (2021: \u00a32.13) and a weighted\u2013average remaining
\ncontractual life of 1.9 years (2021: 2.9 years).
\nThe fair value charge recognised in the statement of comprehensive income during the year in respect of all share\u2013based
\npayments, including the DBSP, LTIP and Former Touchstone LTIP, was \u00a32.9m (2021: \u00a32.6m).",
"dimensions": {
"concept": "ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f24285": {
"value": "25.
Related party transactions
\nThe Group has various related parties arising from its key management, subsidiaries and equity stakes in portfolio companies.
\nA) Key management transactions
\n(i) Key management personnel transactions
\nThe following key management held shares in the following spin\u2013out companies as at 31 December 2022:
\nDirector/ PDMR
Company name
\nNumber
\nof shares
\nheld at
\n1 January
\n2022
\nNumber
\nof shares
\nacquired/
\n(disposed
\nof) in the
\nperiod
\nNumber
\nof shares
\nheld at
\n31 December
\n2022
%
\nGreg Smith
Alesi Surgical Limited
2
\u2013
2
<0.1%
\nCrysalin Limited
\n1
\n149
\u2013
149
<0.1%
\nDiurnal Group plc
\n2
\n15,000
(15,000)
\u2013
0.00%
\nEmDot Limited
\n1
\n4
\u2013
4
0.23%
\nIstesso Limited \u2013 A Shares
313,425
\u2013
313,425
0.28%
\nItaconix plc
4,500
\u2013
4,500
<0.1%
\nMirriad Advertising plc
16,667
\u2013
16,667
<0.1%
\nOxbotica Limited
8
\u2013
8
<0.1%
\nOxford Nanopore Technologies plc
27,008
\u2013
27,008
<0.1%
\nRio AI Limited
\n4
\n144,246
\u2013
144,246
<0.1%
\nSurrey Nanosystems Limited
88
\u2013
88
<0.1%
\nTissue Regenix Group plc
50,000
\u2013
50,000
<0.1%
\nXeros Technology Group plc
13
\u2013
13
<0.1%
\nDavid Baynes
Alesi Surgical Limited
4
\u2013
4
<0.1%
\nArkivum Limited
377
\u2013
377
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n46
\u2013
46
<0.1%
\nDiurnal Group plc
\n2
\n73,000
(73,000)
\u2013
0.00%
\nMirriad Advertising plc
16,667
\u2013
16,667
<0.1%
\nOxford Nanopore Technologies plc
2,784
\u2013
2,784
<0.1%
\nUltraleap Holdings Limited
2,600
\u2013
2,600
<0.1%
\nZeetta Networks Limited
424
\u2013
424
0.11%
\n
\n
\n
\nDirector/ PDMR
Company name
\nNumber
\nof shares
\nheld at
\n1 January
\n2022
\nNumber
\nof shares
\nacquired/
\n(disposed
\nof) in the
\nperiod
\nNumber
\nof shares
\nheld at
\n31 December
\n2022
%
\nMark Reilly
Actual Experience plc
28,000
\u2013
28,000
<0.1%
\nAudioScenic Limited
\u2013
53
53
<0.1%
\nBramble Energy Limited
16
\u2013
16
<0.1%
\nDiffblue Limited
\n3
\n8,038
\u2013
8,038
<0.1%
\nDiurnal Group plc
\n2
\n7,500
(7,500)
\u2013
0.00%
\nItaconix plc
377,358
\u2013
377,358
<0.1%
\nMirriad Advertising plc
66,666
\u2013
66,666
<0.1%
\nOxbotica Limited
8
\u2013
8
<0.1%
\nUltraleap Holdings Limited
1,700
\u2013
1,700
<0.1%
\nSam Williams
Accelercomm Limited
127
\u2013
127
<0.1%
\nAlesi Surgical Limited
1
\u2013
1
<0.1%
\nCentessa Pharmaceuticals plc
\u2013
3,247
3,247
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n23
\u2013
23
<0.1%
\nDiurnal Group plc
\n2
\n113,819
(113,819)
\u2013
0.00%
\nGenomics plc
333
\u2013
333
<0.1%
\nIbex Innovations Limited
1,701
\u2013
1,701
<0.1%
\nIstesso Limited
7,048,368
\u2013
7,048,368
8.89%
\nMicrobiotica Limited
7,000
\u2013
7,000
<0.1%
\nMirriad Advertising plc
3,333
\u2013
3,333
<0.1%
\nOxbotica Limited
3
\u2013
3
<0.1%
\nOxehealth Limited
33
\u2013
33
<0.1%
\nOxford Nanopore Technologies plc
18,540
\u2013
18,540
<0.1%
\nTopivert Limited
\n1
\n1,000
\u2013
1,000
<0.1%
\nUltraleap Holdings Limited
558
\u2013
558
<0.1%
\nJoyce Xie
Bramble Energy Limited
88
\u2013
88
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n21
\u2013
21
<0.1%
\nIstesso Limited
4,504
\u2013
4,504
<0.1%
\nMirriad Advertising plc
4,839
\u2013
4,839
<0.1%
\nUltraleap Holdings Limited
1,585
\u2013
1,585
<0.1%
\n
\n
\n
\nDirector/ PDMR
Company name
\nNumber
\nof shares
\nheld at
\n1 January
\n2022
\nNumber
\nof shares
\nacquired/
\n(disposed
\nof) in the
\nperiod
\nNumber
\nof shares
\nheld at
\n31 December
\n2022
%
\nLisa Patel
Alesi Surgical Limited
1
\u2013
1
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n23
\u2013
23
<0.1%
\nDiurnal Group plc
\n2
\n37,500
(37,500)
\u2013
0.00%
\nIstesso Limited
3,477,833
\u2013
3,477,833
4.39%
\nMicrobiotica Limited
3,000
\u2013
3,000
<0.1%
\nMirriad Advertising plc
3,333
\u2013
3,333
<0.1%
\nOxford Nanopore Technologies plc
9,453
\u2013
9,453
<0.1%
\nTopivert Limited
\n1
\n1,000
\u2013
1,000
<0.1%
\nUltraleap Holdings Limited
1,317
\u2013
1,317
<0.1%
\nElizabeth
\nVaughan-Adams
Amaethon Limited \u2013 Ordinary Shares
\n1
\n2
\u2013
2
<0.1%
\nAmaethon Limited \u2013 A Ordinary Shares
8
\u2013
8
<0.1%
\nAmaethon Limited \u2013 B Shares
929
\u2013
929
<0.1%
\nBramble Energy Limited \u2013 A Ordinary Shares
\u2013
2
2
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n23
\u2013
23
<0.1%
\nCrysalin Limited
\n1
\n100
\u2013
100
<0.1%
\nDeep Matter Group plc
82,393
1,655,440
1,737,833
<0.1%
\nDiurnal Group plc
\n2
\n4,844
(4,844)
\u2013
0.00%
\nEmdot Limited
\n1
\n3
\u2013
3
<0.1%
\nFirst Light Fusion Limited
77
\u2013
77
<0.1%
\nIstesso Limited \u2013 A Shares
218,448
\u2013
218,448
0.19%
\nMirriad Advertising plc
4,941
\u2013
4,941
<0.1%
\nOxford Nanopore Technologies plc
4,500
\u2013
4,500
<0.1%
\nRio AI Limited
\n4
\n2,258,185
13,986,014
16,244,199
<0.1%
\nSurrey Nanosystems Limited
53
\u2013
53
<0.1%
\nTissue Regenix Group plc
75,599
\u2013
75,599
<0.1%
\nUltraleap Holdings Limited
400
\u2013
400
<0.1%
\n\n
\n
\n
\nDirector/ PDMR
Company name
\nNumber
\nof shares
\nheld at
\n1 January
\n2022
\nNumber
\nof shares
\nacquired/
\n(disposed
\nof) in the
\nperiod
\nNumber
\nof shares
\nheld at
\n31 December
\n2022
%
\nAngela Leach
Amaethon Limited \u2013 Ordinary Shares
\n1
\n2
\u2013
2
<0.1%
\nAmaethon Limited \u2013 B Shares
1,394
\u2013
1,394
<0.1%
\nAmaethon Limited \u2013 A Ordinary Shares
12
\u2013
12
<0.1%
\nAlesi Surgical Limited
2
\u2013
2
<0.1%
\nAudioScenic Limited
\u2013
53
53
<0.1%
\nBarocal Limited
\u2013
1,010
1,010
<0.1%
\nBoxarr Limited
102
\u2013
102
<0.1%
\nBramble Energy Limited
8
5
13
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n23
\u2013
23
<0.1%
\nCrysalin Limited
\n1
\n149
\u2013
149
<0.1%
\nDeep Matter Group plc
68,101
\u2013
68,101
<0.1%
\nDiffblue Limited
644
\u2013
644
<0.1%
\nDiurnal Group plc
\n2
\n11,500
(11,500)
\u2013
0.00%
\nEmdot Limited
\n1
\n4
\u2013
4
0.23%
\nFeaturespace Limited
\u2013
240
240
<0.1%
\nFirst Light Fusion Limited
27
\u2013
27
<0.1%
\nIeso Digital Health Limited \u2013 B2 Preferred Shares
29
\u2013
29
<0.1%
\nIstesso Limited \u2013 A Shares
322,923
\u2013
322,923
0.28%
\nItaconix plc
4,500
\u2013
4,500
<0.1%
\nMirriad Advertising plc
16,667
\u2013
16,667
<0.1%
\nMixergy Limited
206
\u2013
206
<0.1%
\nOxbotica Limited
3
\u2013
3
<0.1%
\nOxford Nanopore Technologies plc
37,880
29
37,909
<0.1%
\nOxONN Limited
\u2013
20,000
20,000
<0.1%
\nRio AI Limited
\n4
\n180,308
\u2013
180,308
<0.1%
\nSunborne Systems Limited
\u2013
2
2
<0.1%
\nSurrey Nanosystems Limited
78
\u2013
78
<0.1%
\nTissue Regenix Group plc
146,791
\u2013
146,791
<0.1%
\nUltraleap Holdings Limited
500
\u2013
500
<0.1%
\nXeros Technology Group plc
16
\u2013
16
<0.1%
\n\n
\n\n
\nDirector/ PDMR
Company name
\nNumber
\nof shares
\nheld at
\n1 January
\n2022
\nNumber
\nof shares
\nacquired/
\n(disposed
\nof) in the
\nperiod
\nNumber
\nof shares
\nheld at
\n31 December
\n2022
%
\nChris Glasson
8Power Limited
400
\u2013
400
<0.1%
\nAudioscenic Limited
967
\u2013
967
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n105
\u2013
105
<0.1%
\nIstesso Limited
9,009
\u2013
9,009
<0.1%
\nMirriad Advertising plc
8,064
\u2013
8,064
<0.1%
\nOxbotica Limited
34
\u2013
34
<0.1%
\nOxehealth Limited
328
\u2013
328
<0.1%
\nTopivert Limited \u2013 B2 Preferred Shares
\n1
\n3,000
\u2013
3,000
<0.1%
\nUltraleap Holdings Limited
1,585
\u2013
1,585
<0.1%
\nMoray Wright
Mirriad Advertising plc
73,664
\u2013
73,664
<0.1%
\nOxSyBio Limited
\n1
\n20
\u2013
20
<0.1%
\nAnthony York
Diffblue Limited
\u2013
179
179
<0.1%
\n1
\nCompany being closed down.
\n2
\nAcquired by Neurocrine in November 2022.
\n3
\nRestated opening position.
\n4
\nPreviously called Ditto AI Limited.
\nUpdated policy for Executive Director holdings in Portfolio Companies
\nAs described in in the Directors\u2019 Remuneration Report on pages 140 to 162, a new policy for Executive Director shareholdings in
\nportfolio companies was agreed during the year under which:
\n\u2022
New direct investments in portfolio companies by executive directors are prohibited, with the exception of the take-up of
\npre-emption rights which relate to existing portfolio company shareholdings. Both Mr Smith and Mr Baynes are covered by
\nthis policy.
\n\u2022
Mr Smith and Mr Baynes have voluntarily submitted to an additional binding condition such that any net proceeds received
\nas a result of realisations from direct holdings in portfolio companies that exceed \u00a3250,000 will be used to purchase shares in
\nIP Group, until such time as they meet the Minimum Shareholding Requirement set for their role (currently 350% of annual salary
\nfor Mr Smith, 250% for Mr Baynes).
\n\n
\n
\n
\n\n(ii) Key management personnel compensation
\nKey management personnel compensation comprised the following:
\n2022
\n\u00a3000
\n2021
\n\u00a3000
\nShort\u2013term employee benefits
\n1
\n3,918
4,016
\nPost\u2013employment benefits
\n2
\n99
72
\nOther long\u2013term benefits
\u2013
\u2013
\nTermination benefits
\u2013
\u2013
\nShare\u2013based payments
\n3
\n1,374
1,325
\nTotal
5,391
5,413
\n1
\nRepresents key management personnel\u2019s base salaries, benefits including cash in lieu of pension where relevant, and the cash\u2013settled element of the Annual
\nIncentive Scheme.
\n2
\nRepresents employer contributions to defined contribution pension and life assurance plans.
\n3
\nRepresents the accounting charge for share-based payments, reflecting LTIP and DBSP options currently in issue as part of these schemes. See note 23 for a detailed
\ndescription of these schemes.
\nB) Portfolio companies
\n(i) Services
\nThe Group earns fees from the provision of business support services and corporate finance advisory services to portfolio
\ncompanies in which the Group has an equity stake. Through the lack of control over portfolio companies these fees are considered
\narm\u2019s length transactions. The following amounts have been included in respect of these fees:
\nStatement of comprehensive income
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nRevenue from services
0.2
0.3
\nStatement of financial position
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nTrade receivables
\u2013
0.2
\n
\n
\n
\n\n(ii) Investments
\nThe Group makes investments in the equity and debt of unquoted and quoted investments where it does not have control but may
\nbe able to participate in the financial and operating policies of that company. It is presumed that it is possible to exert significant
\ninfluence when the equity holding is greater than 20%. The Group has taken the Venture Capital Organisation exception as
\npermitted by IAS 28 and not recognised these companies as associates, but they are related parties. The total amounts included for
\ninvestments where the Group has significant influence but not control are as follows:
\nStatement of comprehensive income
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nNet portfolio gains
75.0
56.5
\nStatement of financial position
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nEquity and debt investments
651.6
444.6
\nC) Subsidiary companies
\nSubsidiary companies that are not 100% owned either directly or indirectly by the parent company have intercompany balances with
\nother Group companies totalling as follows:
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nIntercompany balances with other Group companies
2.1
2.4
\nThese intercompany balances represent funding loans provided by Group companies that are interest free, repayable on demand
\nand unsecured.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f24291": {
"value": "A) Key management transactions (i) Key management personnel transactions
\nThe following key management held shares in the following spin\u2013out companies as at 31 December 2022:
\nDirector/ PDMR
Company name
\nNumber
\nof shares
\nheld at
\n1 January
\n2022
\nNumber
\nof shares
\nacquired/
\n(disposed
\nof) in the
\nperiod
\nNumber
\nof shares
\nheld at
\n31 December
\n2022
%
\nGreg Smith
Alesi Surgical Limited
2
\u2013
2
<0.1%
\nCrysalin Limited
\n1
\n149
\u2013
149
<0.1%
\nDiurnal Group plc
\n2
\n15,000
(15,000)
\u2013
0.00%
\nEmDot Limited
\n1
\n4
\u2013
4
0.23%
\nIstesso Limited \u2013 A Shares
313,425
\u2013
313,425
0.28%
\nItaconix plc
4,500
\u2013
4,500
<0.1%
\nMirriad Advertising plc
16,667
\u2013
16,667
<0.1%
\nOxbotica Limited
8
\u2013
8
<0.1%
\nOxford Nanopore Technologies plc
27,008
\u2013
27,008
<0.1%
\nRio AI Limited
\n4
\n144,246
\u2013
144,246
<0.1%
\nSurrey Nanosystems Limited
88
\u2013
88
<0.1%
\nTissue Regenix Group plc
50,000
\u2013
50,000
<0.1%
\nXeros Technology Group plc
13
\u2013
13
<0.1%
\nDavid Baynes
Alesi Surgical Limited
4
\u2013
4
<0.1%
\nArkivum Limited
377
\u2013
377
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n46
\u2013
46
<0.1%
\nDiurnal Group plc
\n2
\n73,000
(73,000)
\u2013
0.00%
\nMirriad Advertising plc
16,667
\u2013
16,667
<0.1%
\nOxford Nanopore Technologies plc
2,784
\u2013
2,784
<0.1%
\nUltraleap Holdings Limited
2,600
\u2013
2,600
<0.1%
\nZeetta Networks Limited
424
\u2013
424
0.11%
\n
\n
\n
\nDirector/ PDMR
Company name
\nNumber
\nof shares
\nheld at
\n1 January
\n2022
\nNumber
\nof shares
\nacquired/
\n(disposed
\nof) in the
\nperiod
\nNumber
\nof shares
\nheld at
\n31 December
\n2022
%
\nMark Reilly
Actual Experience plc
28,000
\u2013
28,000
<0.1%
\nAudioScenic Limited
\u2013
53
53
<0.1%
\nBramble Energy Limited
16
\u2013
16
<0.1%
\nDiffblue Limited
\n3
\n8,038
\u2013
8,038
<0.1%
\nDiurnal Group plc
\n2
\n7,500
(7,500)
\u2013
0.00%
\nItaconix plc
377,358
\u2013
377,358
<0.1%
\nMirriad Advertising plc
66,666
\u2013
66,666
<0.1%
\nOxbotica Limited
8
\u2013
8
<0.1%
\nUltraleap Holdings Limited
1,700
\u2013
1,700
<0.1%
\nSam Williams
Accelercomm Limited
127
\u2013
127
<0.1%
\nAlesi Surgical Limited
1
\u2013
1
<0.1%
\nCentessa Pharmaceuticals plc
\u2013
3,247
3,247
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n23
\u2013
23
<0.1%
\nDiurnal Group plc
\n2
\n113,819
(113,819)
\u2013
0.00%
\nGenomics plc
333
\u2013
333
<0.1%
\nIbex Innovations Limited
1,701
\u2013
1,701
<0.1%
\nIstesso Limited
7,048,368
\u2013
7,048,368
8.89%
\nMicrobiotica Limited
7,000
\u2013
7,000
<0.1%
\nMirriad Advertising plc
3,333
\u2013
3,333
<0.1%
\nOxbotica Limited
3
\u2013
3
<0.1%
\nOxehealth Limited
33
\u2013
33
<0.1%
\nOxford Nanopore Technologies plc
18,540
\u2013
18,540
<0.1%
\nTopivert Limited
\n1
\n1,000
\u2013
1,000
<0.1%
\nUltraleap Holdings Limited
558
\u2013
558
<0.1%
\nJoyce Xie
Bramble Energy Limited
88
\u2013
88
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n21
\u2013
21
<0.1%
\nIstesso Limited
4,504
\u2013
4,504
<0.1%
\nMirriad Advertising plc
4,839
\u2013
4,839
<0.1%
\nUltraleap Holdings Limited
1,585
\u2013
1,585
<0.1%
\n
\n
\n
\nDirector/ PDMR
Company name
\nNumber
\nof shares
\nheld at
\n1 January
\n2022
\nNumber
\nof shares
\nacquired/
\n(disposed
\nof) in the
\nperiod
\nNumber
\nof shares
\nheld at
\n31 December
\n2022
%
\nLisa Patel
Alesi Surgical Limited
1
\u2013
1
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n23
\u2013
23
<0.1%
\nDiurnal Group plc
\n2
\n37,500
(37,500)
\u2013
0.00%
\nIstesso Limited
3,477,833
\u2013
3,477,833
4.39%
\nMicrobiotica Limited
3,000
\u2013
3,000
<0.1%
\nMirriad Advertising plc
3,333
\u2013
3,333
<0.1%
\nOxford Nanopore Technologies plc
9,453
\u2013
9,453
<0.1%
\nTopivert Limited
\n1
\n1,000
\u2013
1,000
<0.1%
\nUltraleap Holdings Limited
1,317
\u2013
1,317
<0.1%
\nElizabeth
\nVaughan-Adams
Amaethon Limited \u2013 Ordinary Shares
\n1
\n2
\u2013
2
<0.1%
\nAmaethon Limited \u2013 A Ordinary Shares
8
\u2013
8
<0.1%
\nAmaethon Limited \u2013 B Shares
929
\u2013
929
<0.1%
\nBramble Energy Limited \u2013 A Ordinary Shares
\u2013
2
2
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n23
\u2013
23
<0.1%
\nCrysalin Limited
\n1
\n100
\u2013
100
<0.1%
\nDeep Matter Group plc
82,393
1,655,440
1,737,833
<0.1%
\nDiurnal Group plc
\n2
\n4,844
(4,844)
\u2013
0.00%
\nEmdot Limited
\n1
\n3
\u2013
3
<0.1%
\nFirst Light Fusion Limited
77
\u2013
77
<0.1%
\nIstesso Limited \u2013 A Shares
218,448
\u2013
218,448
0.19%
\nMirriad Advertising plc
4,941
\u2013
4,941
<0.1%
\nOxford Nanopore Technologies plc
4,500
\u2013
4,500
<0.1%
\nRio AI Limited
\n4
\n2,258,185
13,986,014
16,244,199
<0.1%
\nSurrey Nanosystems Limited
53
\u2013
53
<0.1%
\nTissue Regenix Group plc
75,599
\u2013
75,599
<0.1%
\nUltraleap Holdings Limited
400
\u2013
400
<0.1%
\n\n
\n
\n
\nDirector/ PDMR
Company name
\nNumber
\nof shares
\nheld at
\n1 January
\n2022
\nNumber
\nof shares
\nacquired/
\n(disposed
\nof) in the
\nperiod
\nNumber
\nof shares
\nheld at
\n31 December
\n2022
%
\nAngela Leach
Amaethon Limited \u2013 Ordinary Shares
\n1
\n2
\u2013
2
<0.1%
\nAmaethon Limited \u2013 B Shares
1,394
\u2013
1,394
<0.1%
\nAmaethon Limited \u2013 A Ordinary Shares
12
\u2013
12
<0.1%
\nAlesi Surgical Limited
2
\u2013
2
<0.1%
\nAudioScenic Limited
\u2013
53
53
<0.1%
\nBarocal Limited
\u2013
1,010
1,010
<0.1%
\nBoxarr Limited
102
\u2013
102
<0.1%
\nBramble Energy Limited
8
5
13
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n23
\u2013
23
<0.1%
\nCrysalin Limited
\n1
\n149
\u2013
149
<0.1%
\nDeep Matter Group plc
68,101
\u2013
68,101
<0.1%
\nDiffblue Limited
644
\u2013
644
<0.1%
\nDiurnal Group plc
\n2
\n11,500
(11,500)
\u2013
0.00%
\nEmdot Limited
\n1
\n4
\u2013
4
0.23%
\nFeaturespace Limited
\u2013
240
240
<0.1%
\nFirst Light Fusion Limited
27
\u2013
27
<0.1%
\nIeso Digital Health Limited \u2013 B2 Preferred Shares
29
\u2013
29
<0.1%
\nIstesso Limited \u2013 A Shares
322,923
\u2013
322,923
0.28%
\nItaconix plc
4,500
\u2013
4,500
<0.1%
\nMirriad Advertising plc
16,667
\u2013
16,667
<0.1%
\nMixergy Limited
206
\u2013
206
<0.1%
\nOxbotica Limited
3
\u2013
3
<0.1%
\nOxford Nanopore Technologies plc
37,880
29
37,909
<0.1%
\nOxONN Limited
\u2013
20,000
20,000
<0.1%
\nRio AI Limited
\n4
\n180,308
\u2013
180,308
<0.1%
\nSunborne Systems Limited
\u2013
2
2
<0.1%
\nSurrey Nanosystems Limited
78
\u2013
78
<0.1%
\nTissue Regenix Group plc
146,791
\u2013
146,791
<0.1%
\nUltraleap Holdings Limited
500
\u2013
500
<0.1%
\nXeros Technology Group plc
16
\u2013
16
<0.1%
\n\n
\n\n
\nDirector/ PDMR
Company name
\nNumber
\nof shares
\nheld at
\n1 January
\n2022
\nNumber
\nof shares
\nacquired/
\n(disposed
\nof) in the
\nperiod
\nNumber
\nof shares
\nheld at
\n31 December
\n2022
%
\nChris Glasson
8Power Limited
400
\u2013
400
<0.1%
\nAudioscenic Limited
967
\u2013
967
<0.1%
\nCreavo Medical Technologies Limited
\n1
\n105
\u2013
105
<0.1%
\nIstesso Limited
9,009
\u2013
9,009
<0.1%
\nMirriad Advertising plc
8,064
\u2013
8,064
<0.1%
\nOxbotica Limited
34
\u2013
34
<0.1%
\nOxehealth Limited
328
\u2013
328
<0.1%
\nTopivert Limited \u2013 B2 Preferred Shares
\n1
\n3,000
\u2013
3,000
<0.1%
\nUltraleap Holdings Limited
1,585
\u2013
1,585
<0.1%
\nMoray Wright
Mirriad Advertising plc
73,664
\u2013
73,664
<0.1%
\nOxSyBio Limited
\n1
\n20
\u2013
20
<0.1%
\nAnthony York
Diffblue Limited
\u2013
179
179
<0.1%
\n1
\nCompany being closed down.
\n2
\nAcquired by Neurocrine in November 2022.
\n3
\nRestated opening position.
\n4
\nPreviously called Ditto AI Limited.
\nUpdated policy for Executive Director holdings in Portfolio Companies
\nAs described in in the Directors\u2019 Remuneration Report on pages 140 to 162, a new policy for Executive Director shareholdings in
\nportfolio companies was agreed during the year under which:
\n\u2022
New direct investments in portfolio companies by executive directors are prohibited, with the exception of the take-up of
\npre-emption rights which relate to existing portfolio company shareholdings. Both Mr Smith and Mr Baynes are covered by
\nthis policy.
\n\u2022
Mr Smith and Mr Baynes have voluntarily submitted to an additional binding condition such that any net proceeds received
\nas a result of realisations from direct holdings in portfolio companies that exceed \u00a3250,000 will be used to purchase shares in
\nIP Group, until such time as they meet the Minimum Shareholding Requirement set for their role (currently 350% of annual salary
\nfor Mr Smith, 250% for Mr Baynes).
\n\n
\n
\n
\n\n(ii) Key management personnel compensation
\nKey management personnel compensation comprised the following:
\n2022
\n\u00a3000
\n2021
\n\u00a3000
\nShort\u2013term employee benefits
\n1
\n3,918
4,016
\nPost\u2013employment benefits
\n2
\n99
72
\nOther long\u2013term benefits
\u2013
\u2013
\nTermination benefits
\u2013
\u2013
\nShare\u2013based payments
\n3
\n1,374
1,325
\nTotal
5,391
5,413
\n1
\nRepresents key management personnel\u2019s base salaries, benefits including cash in lieu of pension where relevant, and the cash\u2013settled element of the Annual
\nIncentive Scheme.
\n2
\nRepresents employer contributions to defined contribution pension and life assurance plans.
\n3
\nRepresents the accounting charge for share-based payments, reflecting LTIP and DBSP options currently in issue as part of these schemes. See note 23 for a detailed
\ndescription of these schemes.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInformationAboutKeyManagementPersonnelExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f25357": {
"value": "26.
Capital management
\nThe Group\u2019s key objective when managing capital is to safeguard the Group\u2019s ability to continue as a going concern so that it can
\ncontinue to provide returns for shareholders and benefits for other stakeholders. The Group sets the amount of capital in proportion
\nto risk. The Group manages the capital structure, and makes adjustments to it, in light of changes in economic conditions and the
\nrisk characteristics of its underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of
\nissued share capital, issue or repay debt and dispose of interests in portfolio companies.
\nDuring 2022, the Group\u2019s strategy, which was unchanged from 2021, was to maintain an appropriate level of cash and short-term
\ndeposit balances in line with the Group\u2019s capital allocation plans, whilst having sufficient cash reserves to meet working capital
\nrequirements in the foreseeable future.
\nThe Group has external borrowings with associated covenants that are described in note 19. These include covenants around the
\nGroup\u2019s minimum equity and maximum debt/equity ratio. Consideration is given to the level of headroom against these covenants
\nas part of the Group\u2019s capital allocation process where planning corporate actions such as dividends and share buy-backs which
\nhave an impact on the headroom level.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f25402": {
"value": "27.
Capital commitments
\nCommitments to Limited Partnerships
\nPursuant to the terms of their Limited Partnership agreements, the Group has committed to invest the following amounts into Limited
\nPartnerships as at 31 December 2022:
\nYear of
\ncommencement
\nof commitment
\nCommitment
\n\u00a3m
\nInvested to
\ndate
\n\u00a3m
\nRemaining
\ncommitment
\n\u00a3m
\nIP Venture Fund II LP
2013
10.0
9.8
0.2
\nUCL Technology Fund LP
2016
24.8
22.4
2.4
\nIP Cayman LP
2021
8.3
8.3
\u2013
\nTotal
43.1
40.5
2.6",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCommitmentsExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f25441": {
"value": "28.
Dividends
\n2022 pence
\nper share
\u00a3m
\n2021 pence
\nper share
\u00a3m
\nOrdinary shares
\nInterim dividend
0.50
5.3
0.48
5.1
\nFinal dividend
0.72
7.4
1.0
10.7
\nDividends paid to equity owners in the financial year
1.22
12.7
1.48
15.8
\nProposed final dividend at financial year end
0.76
7.9
\nOf the \u00a312.7m dividends paid in 2022, \u00a312.3m was settled in cash and \u00a30.4m was settled via the issue of equity under the Group\u2019s scrip
\nprogramme (2021: \u00a315.8m dividends, \u00a315.0m settled in cash, \u00a30.8m settled via the issue of equity).
\nThe proposed final dividend was recommended by the Board of Directors on 7 March 2023 and is subject to the approval of
\nshareholders at the 2023 AGM to be held on 15 June 2023. The proposed dividend has not been included as a liability as at 31
\nDecember 2022, in accordance with IAS 10 \u201cEvents after the reporting period\u201d. It will be paid on 22 June 2023 to shareholders who are
\non the register of members at close of business on 26 May 2023.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDividendsExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f25818": {
"value": "30.
Post balance sheet events
\nAs of the reporting date, unrealised fair value losses in respect of the Group\u2019s quoted portfolio totalled \u00a326.2m, largely in respect of
Oxford Nanopore Technologies plc, which has seen a fair value loss of \u00a328.3m since 31 December 2022.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f25948": {
"value": "COMPANY BALANCE SHEET
.
\nAS AT 31 DECEMBER 2022
Note
\n2022
\n\u00a3m
\n2021
\n\u00a3m
\nASSETS
\nNon-current assets
\nInvestment in subsidiary undertakings
2
329.2
326.7
\nEquity and debt investments
3
3.5
3.5
\nLimited liability partnership interests
4
2.7
2.7
\nLoans to subsidiary undertakings: long term
5
599.0
470.1
\nTotal non-current assets
934.4
803.0
\nCurrent assets
\nLoans to subsidiary undertakings: short term
5
\u2013
103.0
\nCash & cash equivalent
0.1
\u2013
\nTotal current assets
0.1
103.0
\nTotal assets
934.5
906.0
\nEQUITY AND LIABILITIES
\nCapital and reserves
\nCalled up share capital
6
21.3
21.3
\nShare premium account
6
102.8
102.7
\nRetained earnings
6
750.3
769.5
\nTotal equity attributable to equity holders
874.4
893.5
\nCurrent liabilities
\nTrade and other payables
0.6
0.4
\nBorrowings
\u2013
6.1
\nTotal current liabilities
0.6
6.5
\nNon-current liabilities
\nBorrowings
59.5
6.0
\nTotal non-current liabilities
59.5
6.0
\nTotal liabilities
60.1
12.5
\nTotal equity and liabilities
934.5
906.0
COMPANY STATEMENT OF CHANGES IN EQUITY
.
\nAS AT 31 DECEMBER 2022
Share
\ncapital
\n\u00a3m
\nShare
\npremium
\n(i)
\n\u00a3m
\nRetained
\nearnings
\n(ii)
\n\u00a3m
\nTotal
\n\u00a3m
\nAt 1 January 2021
21.3
101.9
807.5
930.7
\nComprehensive income
\u2013
\u2013
2.4
2.4
\nIssue of shares
\n(iii)
\n\u2013
0.8
\u2013
0.8
\nPurchase of treasury shares
\n(iv)
\n\u2013
\u2013
(27.2)
(27.2)
\nEquity-settled share-based payments
\n(v)
\n\u2013
\u2013
2.6
2.6
\nOrdinary dividends
\n(vi)
\n\u2013
\u2013
(15.8)
(15.8)
\nAt 1 January 2022
21.3
102.7
769.5
893.5
\nComprehensive income
\u2013
\u2013
(1.4)
(1.4)
\nIssue of shares
\n(iii)
\n\u2013
0.1
\u2013
0.1
\nPurchase of treasury shares
\n(iv)
\n\u2013
\u2013
(8.0)
(8.0)
\nEquity-settled share-based payments
\n(v)
\n\u2013
\u2013
2.9
2.9
\nOrdinary dividends
\n(vi)
\n\u2013
\u2013
(12.7)
(12.7)
\nAt 31 December 2022
21.3
102.8
750.3
874.4
\n(i)
\nShare premium \u2013 Amount subscribed for share
\ncapital in excess of nominal value, net of directly
\nattributable issue costs.
\n(ii)
\nRetained earnings \u2013 net gains and losses
\nrecognised in the consolidated statement of
\ncomprehensive income net of associated share-
\nbased payments credits.
\n(iii)
\nIssue of shares \u2013 Share premium in connection
\nwith the Interim Scrip Dividend, the Group has
\nreceived valid elections from shareholders
\nresulting in a requirement to issue new ordinary
\nshares of 2p each (\u201cNew Shares\u201d).
\n(iv)
\nPurchase of treasury shares \u2013 Reflects the issue
\nof 7,429,494 ordinary shares, with an aggregate
\nvalue of \u00a38.0m, these were purchased by the
\nCompany during the year and are held in
\ntreasury. Total value including costs was \u00a38.0m.
\n(2021: 22,279,127 share purchased for total value
\nof \u00a327.0m, total including costs of \u00a327.2m).
\nThese shares were purchased for the \u00a335m
\nshare buyback. This also includes movement in
\ntreasury shares related to DBSP and employee
\nSAYE schemes.
\n(v)
\nEquity-settled share-based payments \u2013
\namounts recognised in respect of the Group\u2019s
\nshare-based payments schemes recognised
\nas a subsidiary investment in the Company
\naccounts with a corresponding entry against
\nequity.
\n(vi)
\nOrdinary Dividends \u2013 Of the \u00a312.7m dividends
\npaid in 2022, \u00a312.3m was settled in cash and
\n\u00a30.4m was settled via the issue of equity under
\nthe Group\u2019s scrip programme (2021: \u00a315.8m,
\n\u00a315.0m, \u00a30.8m). 485,569 new shares were issued
\nin respect of the scrip dividend (2021: 679,553
\nshares issued).
\nThe accompanying notes form an
\nintegral part of the financial statements.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfConsolidatedAndSeparateFinancialStatementsExplanatory",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f26747": {
"value": "England and Wales",
"dimensions": {
"concept": "ifrs-full:PrincipalPlaceOfBusiness",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f26748": {
"value": "England and Wales",
"dimensions": {
"concept": "ifrs-full:DomicileOfEntity",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f26749": {
"value": "England and Wales",
"dimensions": {
"concept": "ifrs-full:CountryOfIncorporation",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"f27660": {
"value": "2nd Floor 3 Pancras Square
\nKings Cross
\nLondon
\nN1C 4AG",
"dimensions": {
"concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity",
"language": "en",
"entity": "scheme:213800HG22UM138WFG43",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
}
}
}