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"fact_ifrs-full_DisclosureOfSummaryOfSignificantAccountingPoliciesExplanatory_E2_CY": {
"value": "1. Nature of operations and summary of signi\ufb01cant accounting policies
RTW Venture Fund Limited (the \u201cCompany\u201d) is a publicly listed Guernsey non-cellular company limited by shares. The Company was originally incorporated
in the State of Delaware, United States of America, and re-domiciled into Guernsey under the Companies Law on 2 October 2019 with registration number
66847 on the Guernsey Register of Companies. On 30 October 2019, all of the issued Ordinary Shares of the Company were listed and admitted to trading
on the Specialist Fund Segment of the London Stock Exchange under the ticker symbol: RTW. Subsequently, on 6 August 2021, the Company\u2019s Ordinary
Shares were admitted to trading on the Premium Segment of the London Stock Exchange with the additional ticker symbol: RTWG denoting the Sterling
price. The original ticker, RTW, continues to denote the US Dollar price.
On 1 December 2022 the Company changed its status for U.S. federal tax purposes from a publicly traded partnership to a corporation. The Group believes
that the change in status will cause it to be treated as a passive foreign investment company. This change has been necessitated by recent changes to U.S.
tax legislation due to come into e\ufb00ect from 1 January 2023. The Company established a new wholly owned subsidiary, RTW Venture Fund Operating Limited
(the \u201cSubsidiary\u201d or \u201cOpCo\u201d), to which it has transferred its right to the pro\ufb01ts and losses attributable to the Group\u2019s portfolio of assets. This reorganisation
will have no economic impact on shareholders. All the income and expenses of the Subsidiary are consolidated with the income and expenses of the Group.
The Group seeks to use equity capital (from the net proceeds of any share issuance or, where appropriate, from the net proceeds of investment divestments
or other related pro\ufb01ts) to provide seed and additional growth capital to the private investments. To mitigate cash-drag, the uninvested portion is invested
across public stocks largely replicating the public stock portfolios of RTW\u2019s existing US-based funds. The Group focuses on creating, building, and supporting
world-class life sciences, biopharmaceutical and medical technology companies. The Group\u2019s investment objective is to generate attractive risk-adjusted
returns through investments in securities, both equity and debt, long and short, of companies with a focus on the pharmaceutical sector.
Pursuant to an investment management agreement, the Group is managed by RTW Investments, LP, a Delaware limited partnership, to provide the
Group with discretionary portfolio management, risk management services and certain other services. The Investment Manager is an investment
adviser registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940.
Basis of presentation
The consolidated \ufb01nancial statements are expressed in United States Dollars. The consolidated \ufb01nancial statements which give a true and fair view
and have been prepared in accordance with US generally accepted accounting principles (\u201cUS GAAP\u201d) and are in compliance with the Companies
(Guernsey) Law, 2008. The entities comprised within the Group are investment companies and follow the accounting and reporting guidance in
Financial Accounting Standards Board\u2019s (\u201cFASB\u201d) Accounting Standards Codi\ufb01cation Topic 946, Financial Services \u2013 Investment Companies.
The Directors considered that it is appropriate to adopt a going concern basis of accounting in preparing the consolidated \ufb01nancial statements. In
reaching this assessment, the Directors have considered a wide range of information relating to present and future conditions including the balance
sheets, future projections, cash \ufb02ows and the longer-term strategy of the business.
Principles of consolidation
The consolidated \ufb01nancial statements include accounts of the Company consolidated with the accounts of the Subsidiary. All inter-group balances
have been eliminated upon consolidation. The Subsidiary is incorporated in Guernsey.
Non-Controlling Interest
An a\ufb03liate of the Investment Manager, RTW Venture Performance LP, holds an interest in the Subsidiary. At 31 December 2022, the Non-Controlling
Interest of $21,844,468 represents the in-kind transfer on 1 December 2022 of $19,960,953 and mark to market of $1,883,515 for the period from
1\ue01fDecember 2022 through 31 December 2022. The Non-Controlling Interest will capture both Performance Allocation and mark to market movements
on the New Performance Allocation Share held by RTW Venture Performance LP in the Subsidiary. For the year ended 31 December 2022, the entirety
of the income/(loss) attributable to Non-Controlling Interest was comprised of mark to market movements.
Cash, cash equivalents, and restricted cash
Cash represents cash deposits held at \ufb01nancial institutions. Cash equivalents include short-term highly liquid investments of su\ufb03cient credit quality
that are readily convertible to known amounts of cash and have original maturities of three months or less. Cash equivalents are carried at cost plus
accrued interest, which approximates fair value. Cash equivalents are held for the purpose of meeting short-term liquidity requirements, rather than
for investment purposes. As at 31 December 2022 and 31 December 2021, the Group had no cash equivalents.
Restricted cash is subject to a legal or contractual restriction by third parties as well as a restriction as to withdrawal or use, including restrictions
that require the funds to be used for a speci\ufb01ed purpose and restrictions that limit the purpose for which the funds can be used. The Group considers
cash pledged as collateral for securities sold short, cash collateral posted with counterparties for derivative contracts and further amounts due from
brokers to be restricted cash, as outlined in Note 3.
Fair value - de\ufb01nition and hierarchy
Fair value is de\ufb01ned as the price that would be received to sell an asset or paid to transfer a liability (i.e. the \u2018exit price\u2019) in an orderly transaction
between market participants at the measurement date.
In determining fair value, the Group uses various valuation techniques. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use
of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs are to be used when available. Observable
inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Group.
Unobservable inputs re\ufb02ect the Group\u2019s assumptions about the inputs market participants would use in pricing the asset or liability based on the best
information available in the circumstances. The fair value hierarchy is categorised into three levels based on the inputs as follows:
Level 1 \u2013 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Group has the ability to access.
Valuation adjustments are not applied to Level 1 investments. Since valuations are based on quoted prices that are readily and regularly available
in an active market, valuation of these investments does not entail a signi\ufb01cant degree of judgement.
Level 2 - Valuations based on inputs, other than quoted prices included in Level 1, that are observable, either directly or indirectly.
Level 3 - Valuations based on inputs that are unobservable and signi\ufb01cant to the overall fair value measurement.
Investments in private investment companies measured using net asset value as a practical expedient are not categorized in the fair value hierarchy.
The availability of valuation techniques and observable inputs can vary from investment to investment and is a\ufb00ected by a wide variety of factors,
including the type of investment, whether the investment is new and not yet established in the marketplace, and other characteristics particular to the
transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair
value requires more judgement. Those estimated values do not necessarily represent the amounts that may be ultimately realised due to the occurrence
of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be
materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of
judgement exercised by the Group in determining fair value is greatest for investments categorised in Level 3. In certain cases, the inputs used to
measure fair value may fall into di\ufb00erent levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within
which the fair value measurement falls in its entirety is determined based on the lowest level input that is signi\ufb01cant to the fair value measurement.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-speci\ufb01c measure. Therefore, even
when market assumptions are not readily available, the Group\u2019s own assumptions are set to re\ufb02ect those that market participants would use in pricing
the asset or liability at the measurement date. The Group uses prices and inputs that are current as of the measurement date, including periods of
market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many investments. This condition could
cause an investment to be reclassi\ufb01ed to a lower level within the fair value hierarchy.
Fair value \u2013 valuation techniques and inputs
Investments in securities and securities sold short
Listed investments
The Group values investments in securities including exchange traded funds and securities sold short that are freely tradable and are listed on a
national securities exchange or reported on the NASDAQ national market at their closing sales price as of the valuation date. To the extent these
securities are actively traded and valuation adjustments are not applied, they are categorised in Level 1 of the fair value hierarchy. Securities traded
on inactive markets or valued by reference to similar instruments or where a discount may be applied are categorised in Level 2 or 3 of the fair value
hierarchy. A discount for lack of marketability based on the 180-day restriction period under SEC Rule 144 is applied for investments that the Group
purchases prior to an IPO and that subsequently begin trading on the NASDAQ national market.
Unlisted investments
Unlisted investments are valued at fair value by the Directors following a detailed review and appropriate challenge of the valuations proposed by the
Investment Manager. As part of their valuation process, the Investment Manager engages an Independent Valuer to challenge their assessed fair value on
certain unlisted investments. The Investment Manager\u2019s unlisted investment valuation policy applies to techniques consistent with the IPEV Guidelines.
The valuation techniques applied are either a market-based approach, an income approach such as discounted cash \ufb02ows, or where available, a
net asset value practical expedient approach. The IPEV Guidelines recognise that the price of a recent transaction, if resulting from an orderly
transaction, generally represents fair value as at the transaction date and may be an appropriate starting point for estimating fair value at subsequent
measurement dates. Consideration is given to the facts and circumstances as at the subsequent measurement date including changes in the market
and/or performance of the investee company. Milestone analysis is used where appropriate to incorporate operational progress at the investee
company level. In addition, a trigger event such as a subsequent round of \ufb01nancing by the investee company would in\ufb02uence the market technique
used to calibrate fair value at the measurement date.
The market approach utilizes guideline public companies relying on projected revenues to derive an indicative enterprise value. Due to the nature of
the investments, being in the early stages of development, the projected revenues are used as a proxy for stable state revenue. A selected multiple
is then applied based on the observed market multiples of the guideline public companies. To re\ufb02ect the risk associated with the achievement of the
projected revenues and the early development stage of each of the investments, the indicative enterprise value is discounted at an appropriate rate.
The income approach utilizes the discounted cash \ufb02ow method. Projected cash \ufb02ows for each investment are discounted to determine an assumed
enterprise value.
Where applicable, the indicative enterprise value has been determined using a back-solve model based on the pricing of the most recent round of \ufb01nancing.
The internal rate of return for each investment is compared to the selected venture capital rate applied in the market approach to assess the reasonableness
of the indicated value implied by each \ufb01nancing round. The derived enterprise value is allocated to the equity class on either a fully diluted basis or using an
option pricing model. The resulting indicative value on a per share basis is then multiplied by the number of shares to derive the fair market value.
American depository receipts
The Group values investments in American depositary receipts that are freely tradable and are listed on a national securities exchange or reported on\ue01fthe
NASDAQ national market at their last reported sales price as of the valuation date. These investments are categorised in Level 1 of the fair value hierarchy.
Convertible bonds
Convertible bonds are recorded at fair value using valuation techniques based on observable inputs. These instruments are generally categorised in Level
2 of the fair value hierarchy. In instances where signi\ufb01cant inputs are unobservable, convertible bonds are categorised in Level 3 of the fair value hierarchy.
Convertible notes
The Group values investments in convertible notes in accordance with the unlisted investments section above. As of 31 December 2022,
these investments are all categorised in Level 3 of the fair value hierarchy.
Convertible preferred stock
The Group values Level 1 investments in convertible preferred stock that are listed on a national securities exchange at their closing sales price as of
the valuation date. Level 3 investments in convertible preferred stock are valued in accordance with the unlisted investments section above. As of 31
December 2022, these investments are categorised in Level 1 and Level 3 of the fair value hierarchy.
Investment in private investment companies
The Group values investment in private investment companies using the net asset values provided by the underlying private investment companies
as\ue01fa practical expedient. The Group applies the practical expedient to its private investment companies on an investment-by-investment basis and
consistently with the Group\u2019s entire position in a particular investment, unless it is probable that the Group will sell a portion of an investment at an
amount di\ufb00erent from the net asset value of the investment.
Private investment in public equity
Private investment in public equity (\u201cPIPE\u201d) cannot be o\ufb00ered for sale to the public until the issuer complies with certain statutory or contractual requirements.
The Group generally values PIPE at a discount to similar publicly traded companies to the extent the restriction is speci\ufb01c to the security. The Group considers
the type and duration of the restriction, but in no event does the valuation exceed the listed price on any major securities exchange. PIPE is generally
categorized in Level 2 of the fair value hierarchy. However, to the extent that signi\ufb01cant inputs used to determine liquidity discounts are unobservable, PIPE
may be categorized in Level 3 of the fair value hierarchy. As of 31 December 2022 and 31\ue01fDecember 2021, there were no open PIPE positions (2021: nil).
Derivative contracts
Equity swaps
Equity swaps may be centrally cleared or traded on the over-the-counter market. The fair value of equity swaps is calculated based on the terms of
the contract and current market data, such as changes in fair value of the reference asset. The fair value of equity swaps is generally categorised in
Level 2 of the fair value hierarchy.
Warrants
Warrants that are listed on major securities exchanges are valued at their last reported sales price as of the valuation date. The fair value of over-the-
counter (\u201cOTC\u201d) warrants is determined using the Black-Scholes option pricing model, a valuation technique that follows the income approach. This
pricing model takes into account the contract terms (including maturity) as well as multiple inputs, including time value, implied volatility, equity prices,
interest rates and currency rates. Warrants are categorised in all levels of the fair value hierarchy.
Fair value \u2013 valuation processes
The Group establishes valuation processes and procedures to ensure that the valuation techniques are fair and consistent, and valuation inputs
are supportable. The Group designates the Investment Manager\u2019s Valuation Committee to oversee the entire valuation process of the Group\u2019s
investments. The Valuation Committee comprises various members of the Investment Manager, including those separate from the Group\u2019s portfolio
management and trading functions, and reports to the Board.
The Valuation Committee is responsible for developing the Group\u2019s written valuation processes and procedures, conducting periodic reviews of the
valuation policies, and evaluating the overall fairness and consistent application of the valuation policies.
The Investment Manager\u2019s Valuation Committee meets on a monthly basis or more frequently, as needed, to determine the valuations of the Group\u2019s
Level 3 investments. Valuations determined by the Valuation Committee are required to be supported by market data, third-party pricing sources,
industry-accepted pricing models, counterparty prices or other methods they deem to be appropriate, including the use of internal proprietary
pricing models.
The Group periodically tests its valuations of Level 3 investments by performing back-testing. Back-testing involves the comparison of sales proceeds
of those investments to the most recent fair values reported and, if necessary, uses the \ufb01ndings to recalibrate its valuation procedures.
On a regular basis, the Group engages the services of a third-party valuation \ufb01rm, the Independent Valuer, to perform an independent review of the
valuation of the Group\u2019s Level 3 investments and the Group may adjust its valuations based on the recommendations from the Investment Manager\u2019s
Valuation Committee.
Translation of foreign currency
Assets and liabilities denominated in foreign currencies are translated into United States Dollar amounts at the year-end exchange rates. Transactions
denominated in foreign currencies, including purchases and sales of investments, and income and expenses, are translated into United States Dollar
amounts on the transaction date. Adjustments arising from foreign currency transactions are re\ufb02ected in the consolidated statement of\ue01foperations.
The Group does not isolate that portion of the results of operations arising from the e\ufb00ect of changes in foreign exchange rates on investments from
\ufb02uctuations arising from changes in market prices of investments held. Such \ufb02uctuations are included in net realised and change in unrealised gain/
(loss) on securities, derivatives and foreign currency transactions in the consolidated statement of operations.
Reported net realised gain/(loss) from foreign currency transactions arise from sales of foreign currencies; currency gains or losses realised between
the trade and settlement dates on securities transactions; and the di\ufb00erence between the amounts of dividends, interest, and foreign withholding
taxes recorded on the Group\u2019s books and the United States Dollar equivalent of the amounts actually received or paid.
Net change in unrealised gain/(loss) from foreign currency translation of assets and liabilities arises from changes in the fair values of assets
and liabilities, other than investments in securities at the end of the period, resulting from changes in exchange rates.
Investment transactions and related investment income
Investment transactions are accounted for on a trade date basis. Realised gains and losses on investment transactions have been calculated
on a speci\ufb01c identi\ufb01cation method.
Dividends are recorded on the ex-dividend date and interest is recognised on the accrual basis.
Withholding taxes on foreign dividends have been provided for in accordance with the Group\u2019s understanding of the applicable country\u2019s rules and rates.
O\ufb00setting of amounts related to certain contracts
Amounts due from and to brokers are presented on a net basis, by counterparty, to the extent the Group has the legal right to o\ufb00set the recognised
amounts and intends to settle on a net basis.
The Group has elected not to o\ufb00set fair value amounts recognised for cash collateral receivables and payables against fair value amounts recognised for
derivative positions executed with the same counterparty under the same master netting arrangement. At 31 December 2022, the Group had cash collateral
receivables of $16,384,706 (31 December 2021: $12,228,870) (see Note 3) with derivative counterparties under the same master netting\ue01farrangement.
Income taxes
On 1 December 2022, the Company changed its status for US federal tax purposes from a publicly traded partnership (\u201cPTP\u201d) to a corporation. This
change by the Board was necessitated due to recent changes to US tax legislation that came into e\ufb00ect on 1 January 2023. Pursuant to this, the Company
established OpCo, a partnership for US federal tax purposes, to which the Company transferred its portfolio of assets and the attributable pro\ufb01ts and
losses. The Company, as a corporation, is expected to be treated as a Passive Foreign Investment Company (\u201cPFIC\u201d) for US federal tax purposes.
The Company and Subsidiary are exempt from taxation in Guernsey and are each charged an annual exemption fee of \u00a31,200. The Group will only be
liable to tax in Guernsey in respect of income arising or accruing from a Guernsey source, other than from a relevant bank deposit. It is not anticipated
that such Guernsey source taxable income will arise. The Group is managed so as not to be resident in the UK for UK tax purposes.
The Group recognises tax bene\ufb01ts of uncertain tax positions only where the position is more likely than not to be sustained assuming examination by
a tax authority based on the technical merits of the position. In evaluating whether a tax position has met the recognition threshold, the Group must
presume the position will be examined by the appropriate taxing authority and that taxing authority has full knowledge of all relevant information.
A tax position meeting the more likely than not recognition threshold is measured to determine the amount of bene\ufb01t to recognise in the Group\u2019s
consolidated \ufb01nancial statements. Income tax and related interest and penalties would be recognised as a tax expense in the consolidated statement
of operations if the tax position was deemed to meet the more likely than not threshold.
The Investment Manager has analysed the Group\u2019s tax positions and has concluded no liability for unrecognised tax bene\ufb01ts should be recorded
related to uncertain tax positions. Further, management is not aware of any tax positions for which it is reasonably possible the total amounts of
unrecognised tax bene\ufb01ts will signi\ufb01cantly change in the next twelve months.
The Company and OpCo each \ufb01le income tax returns in the US federal jurisdiction and, as applicable, in US state or local jurisdictions, or non-US
jurisdictions. Generally, the Group was subject to income tax examinations by major taxing authorities for each tax period since inception. Based on
its\ue01fanalysis, the Group determined that it had not incurred any liability for unrecognised tax bene\ufb01ts as of 31 December 2022 or 31 December 2021.
Use of estimates
Preparing consolidated \ufb01nancial statements in accordance with US GAAP requires management to make estimates and assumptions in determining
the reported amounts of assets and liabilities, including the fair value of investments, and disclosure of contingent assets and liabilities as of the date
of the consolidated \ufb01nancial statements and the reported amounts of income and expenses during the reporting period. Actual results could di\ufb00er
from those estimates.
New accounting pronouncements
In June 2022, the FASB issued ASU 2022-03, ASC Topic 820, \u201cFair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions\u201d.
The amendment clari\ufb01es that contractual sale restrictions should not be considered when measuring the equity security\u2019s fair value and prohibits an
entity from recognizing a contractual sale restriction as a separate unit of account. The amendments in this ASU are e\ufb00ective for the Group beginning
after December 15, 2024. Early adoption is permitted for both interim and annual \ufb01nancial statements that have not yet been issued or made available
for issuance. The Group does not expect this guidance to have a material impact on its consolidated \ufb01nancial statements and related disclosures.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfSummaryOfSignificantAccountingPoliciesExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfNotesAndOtherExplanatoryInformationExplanatory_E2_CY": {
"value": "1. Nature of operations and summary of signi\ufb01cant accounting policies
RTW Venture Fund Limited (the \u201cCompany\u201d) is a publicly listed Guernsey non-cellular company limited by shares. The Company was originally incorporated
in the State of Delaware, United States of America, and re-domiciled into Guernsey under the Companies Law on 2 October 2019 with registration number
66847 on the Guernsey Register of Companies. On 30 October 2019, all of the issued Ordinary Shares of the Company were listed and admitted to trading
on the Specialist Fund Segment of the London Stock Exchange under the ticker symbol: RTW. Subsequently, on 6 August 2021, the Company\u2019s Ordinary
Shares were admitted to trading on the Premium Segment of the London Stock Exchange with the additional ticker symbol: RTWG denoting the Sterling
price. The original ticker, RTW, continues to denote the US Dollar price.
On 1 December 2022 the Company changed its status for U.S. federal tax purposes from a publicly traded partnership to a corporation. The Group believes
that the change in status will cause it to be treated as a passive foreign investment company. This change has been necessitated by recent changes to U.S.
tax legislation due to come into e\ufb00ect from 1 January 2023. The Company established a new wholly owned subsidiary, RTW Venture Fund Operating Limited
(the \u201cSubsidiary\u201d or \u201cOpCo\u201d), to which it has transferred its right to the pro\ufb01ts and losses attributable to the Group\u2019s portfolio of assets. This reorganisation
will have no economic impact on shareholders. All the income and expenses of the Subsidiary are consolidated with the income and expenses of the Group.
The Group seeks to use equity capital (from the net proceeds of any share issuance or, where appropriate, from the net proceeds of investment divestments
or other related pro\ufb01ts) to provide seed and additional growth capital to the private investments. To mitigate cash-drag, the uninvested portion is invested
across public stocks largely replicating the public stock portfolios of RTW\u2019s existing US-based funds. The Group focuses on creating, building, and supporting
world-class life sciences, biopharmaceutical and medical technology companies. The Group\u2019s investment objective is to generate attractive risk-adjusted
returns through investments in securities, both equity and debt, long and short, of companies with a focus on the pharmaceutical sector.
Pursuant to an investment management agreement, the Group is managed by RTW Investments, LP, a Delaware limited partnership, to provide the
Group with discretionary portfolio management, risk management services and certain other services. The Investment Manager is an investment
adviser registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940.
Basis of presentation
The consolidated \ufb01nancial statements are expressed in United States Dollars. The consolidated \ufb01nancial statements which give a true and fair view
and have been prepared in accordance with US generally accepted accounting principles (\u201cUS GAAP\u201d) and are in compliance with the Companies
(Guernsey) Law, 2008. The entities comprised within the Group are investment companies and follow the accounting and reporting guidance in
Financial Accounting Standards Board\u2019s (\u201cFASB\u201d) Accounting Standards Codi\ufb01cation Topic 946, Financial Services \u2013 Investment Companies.
The Directors considered that it is appropriate to adopt a going concern basis of accounting in preparing the consolidated \ufb01nancial statements. In
reaching this assessment, the Directors have considered a wide range of information relating to present and future conditions including the balance
sheets, future projections, cash \ufb02ows and the longer-term strategy of the business.
Principles of consolidation
The consolidated \ufb01nancial statements include accounts of the Company consolidated with the accounts of the Subsidiary. All inter-group balances
have been eliminated upon consolidation. The Subsidiary is incorporated in Guernsey.
Non-Controlling Interest
An a\ufb03liate of the Investment Manager, RTW Venture Performance LP, holds an interest in the Subsidiary. At 31 December 2022, the Non-Controlling
Interest of $21,844,468 represents the in-kind transfer on 1 December 2022 of $19,960,953 and mark to market of $1,883,515 for the period from
1\ue01fDecember 2022 through 31 December 2022. The Non-Controlling Interest will capture both Performance Allocation and mark to market movements
on the New Performance Allocation Share held by RTW Venture Performance LP in the Subsidiary. For the year ended 31 December 2022, the entirety
of the income/(loss) attributable to Non-Controlling Interest was comprised of mark to market movements.
Cash, cash equivalents, and restricted cash
Cash represents cash deposits held at \ufb01nancial institutions. Cash equivalents include short-term highly liquid investments of su\ufb03cient credit quality
that are readily convertible to known amounts of cash and have original maturities of three months or less. Cash equivalents are carried at cost plus
accrued interest, which approximates fair value. Cash equivalents are held for the purpose of meeting short-term liquidity requirements, rather than
for investment purposes. As at 31 December 2022 and 31 December 2021, the Group had no cash equivalents.
Restricted cash is subject to a legal or contractual restriction by third parties as well as a restriction as to withdrawal or use, including restrictions
that require the funds to be used for a speci\ufb01ed purpose and restrictions that limit the purpose for which the funds can be used. The Group considers
cash pledged as collateral for securities sold short, cash collateral posted with counterparties for derivative contracts and further amounts due from
brokers to be restricted cash, as outlined in Note 3.
Fair value - de\ufb01nition and hierarchy
Fair value is de\ufb01ned as the price that would be received to sell an asset or paid to transfer a liability (i.e. the \u2018exit price\u2019) in an orderly transaction
between market participants at the measurement date.
In determining fair value, the Group uses various valuation techniques. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use
of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs are to be used when available. Observable
inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Group.
Unobservable inputs re\ufb02ect the Group\u2019s assumptions about the inputs market participants would use in pricing the asset or liability based on the best
information available in the circumstances. The fair value hierarchy is categorised into three levels based on the inputs as follows:
Level 1 \u2013 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Group has the ability to access.
Valuation adjustments are not applied to Level 1 investments. Since valuations are based on quoted prices that are readily and regularly available
in an active market, valuation of these investments does not entail a signi\ufb01cant degree of judgement.
Level 2 - Valuations based on inputs, other than quoted prices included in Level 1, that are observable, either directly or indirectly.
Level 3 - Valuations based on inputs that are unobservable and signi\ufb01cant to the overall fair value measurement.
Investments in private investment companies measured using net asset value as a practical expedient are not categorized in the fair value hierarchy.
The availability of valuation techniques and observable inputs can vary from investment to investment and is a\ufb00ected by a wide variety of factors,
including the type of investment, whether the investment is new and not yet established in the marketplace, and other characteristics particular to the
transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair
value requires more judgement. Those estimated values do not necessarily represent the amounts that may be ultimately realised due to the occurrence
of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be
materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of
judgement exercised by the Group in determining fair value is greatest for investments categorised in Level 3. In certain cases, the inputs used to
measure fair value may fall into di\ufb00erent levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within
which the fair value measurement falls in its entirety is determined based on the lowest level input that is signi\ufb01cant to the fair value measurement.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-speci\ufb01c measure. Therefore, even
when market assumptions are not readily available, the Group\u2019s own assumptions are set to re\ufb02ect those that market participants would use in pricing
the asset or liability at the measurement date. The Group uses prices and inputs that are current as of the measurement date, including periods of
market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many investments. This condition could
cause an investment to be reclassi\ufb01ed to a lower level within the fair value hierarchy.
Fair value \u2013 valuation techniques and inputs
Investments in securities and securities sold short
Listed investments
The Group values investments in securities including exchange traded funds and securities sold short that are freely tradable and are listed on a
national securities exchange or reported on the NASDAQ national market at their closing sales price as of the valuation date. To the extent these
securities are actively traded and valuation adjustments are not applied, they are categorised in Level 1 of the fair value hierarchy. Securities traded
on inactive markets or valued by reference to similar instruments or where a discount may be applied are categorised in Level 2 or 3 of the fair value
hierarchy. A discount for lack of marketability based on the 180-day restriction period under SEC Rule 144 is applied for investments that the Group
purchases prior to an IPO and that subsequently begin trading on the NASDAQ national market.
Unlisted investments
Unlisted investments are valued at fair value by the Directors following a detailed review and appropriate challenge of the valuations proposed by the
Investment Manager. As part of their valuation process, the Investment Manager engages an Independent Valuer to challenge their assessed fair value on
certain unlisted investments. The Investment Manager\u2019s unlisted investment valuation policy applies to techniques consistent with the IPEV Guidelines.
The valuation techniques applied are either a market-based approach, an income approach such as discounted cash \ufb02ows, or where available, a
net asset value practical expedient approach. The IPEV Guidelines recognise that the price of a recent transaction, if resulting from an orderly
transaction, generally represents fair value as at the transaction date and may be an appropriate starting point for estimating fair value at subsequent
measurement dates. Consideration is given to the facts and circumstances as at the subsequent measurement date including changes in the market
and/or performance of the investee company. Milestone analysis is used where appropriate to incorporate operational progress at the investee
company level. In addition, a trigger event such as a subsequent round of \ufb01nancing by the investee company would in\ufb02uence the market technique
used to calibrate fair value at the measurement date.
The market approach utilizes guideline public companies relying on projected revenues to derive an indicative enterprise value. Due to the nature of
the investments, being in the early stages of development, the projected revenues are used as a proxy for stable state revenue. A selected multiple
is then applied based on the observed market multiples of the guideline public companies. To re\ufb02ect the risk associated with the achievement of the
projected revenues and the early development stage of each of the investments, the indicative enterprise value is discounted at an appropriate rate.
The income approach utilizes the discounted cash \ufb02ow method. Projected cash \ufb02ows for each investment are discounted to determine an assumed
enterprise value.
Where applicable, the indicative enterprise value has been determined using a back-solve model based on the pricing of the most recent round of \ufb01nancing.
The internal rate of return for each investment is compared to the selected venture capital rate applied in the market approach to assess the reasonableness
of the indicated value implied by each \ufb01nancing round. The derived enterprise value is allocated to the equity class on either a fully diluted basis or using an
option pricing model. The resulting indicative value on a per share basis is then multiplied by the number of shares to derive the fair market value.
American depository receipts
The Group values investments in American depositary receipts that are freely tradable and are listed on a national securities exchange or reported on\ue01fthe
NASDAQ national market at their last reported sales price as of the valuation date. These investments are categorised in Level 1 of the fair value hierarchy.
Convertible bonds
Convertible bonds are recorded at fair value using valuation techniques based on observable inputs. These instruments are generally categorised in Level
2 of the fair value hierarchy. In instances where signi\ufb01cant inputs are unobservable, convertible bonds are categorised in Level 3 of the fair value hierarchy.
Convertible notes
The Group values investments in convertible notes in accordance with the unlisted investments section above. As of 31 December 2022,
these investments are all categorised in Level 3 of the fair value hierarchy.
Convertible preferred stock
The Group values Level 1 investments in convertible preferred stock that are listed on a national securities exchange at their closing sales price as of
the valuation date. Level 3 investments in convertible preferred stock are valued in accordance with the unlisted investments section above. As of 31
December 2022, these investments are categorised in Level 1 and Level 3 of the fair value hierarchy.
Investment in private investment companies
The Group values investment in private investment companies using the net asset values provided by the underlying private investment companies
as\ue01fa practical expedient. The Group applies the practical expedient to its private investment companies on an investment-by-investment basis and
consistently with the Group\u2019s entire position in a particular investment, unless it is probable that the Group will sell a portion of an investment at an
amount di\ufb00erent from the net asset value of the investment.
Private investment in public equity
Private investment in public equity (\u201cPIPE\u201d) cannot be o\ufb00ered for sale to the public until the issuer complies with certain statutory or contractual requirements.
The Group generally values PIPE at a discount to similar publicly traded companies to the extent the restriction is speci\ufb01c to the security. The Group considers
the type and duration of the restriction, but in no event does the valuation exceed the listed price on any major securities exchange. PIPE is generally
categorized in Level 2 of the fair value hierarchy. However, to the extent that signi\ufb01cant inputs used to determine liquidity discounts are unobservable, PIPE
may be categorized in Level 3 of the fair value hierarchy. As of 31 December 2022 and 31\ue01fDecember 2021, there were no open PIPE positions (2021: nil).
Derivative contracts
Equity swaps
Equity swaps may be centrally cleared or traded on the over-the-counter market. The fair value of equity swaps is calculated based on the terms of
the contract and current market data, such as changes in fair value of the reference asset. The fair value of equity swaps is generally categorised in
Level 2 of the fair value hierarchy.
Warrants
Warrants that are listed on major securities exchanges are valued at their last reported sales price as of the valuation date. The fair value of over-the-
counter (\u201cOTC\u201d) warrants is determined using the Black-Scholes option pricing model, a valuation technique that follows the income approach. This
pricing model takes into account the contract terms (including maturity) as well as multiple inputs, including time value, implied volatility, equity prices,
interest rates and currency rates. Warrants are categorised in all levels of the fair value hierarchy.
Fair value \u2013 valuation processes
The Group establishes valuation processes and procedures to ensure that the valuation techniques are fair and consistent, and valuation inputs
are supportable. The Group designates the Investment Manager\u2019s Valuation Committee to oversee the entire valuation process of the Group\u2019s
investments. The Valuation Committee comprises various members of the Investment Manager, including those separate from the Group\u2019s portfolio
management and trading functions, and reports to the Board.
The Valuation Committee is responsible for developing the Group\u2019s written valuation processes and procedures, conducting periodic reviews of the
valuation policies, and evaluating the overall fairness and consistent application of the valuation policies.
The Investment Manager\u2019s Valuation Committee meets on a monthly basis or more frequently, as needed, to determine the valuations of the Group\u2019s
Level 3 investments. Valuations determined by the Valuation Committee are required to be supported by market data, third-party pricing sources,
industry-accepted pricing models, counterparty prices or other methods they deem to be appropriate, including the use of internal proprietary
pricing models.
The Group periodically tests its valuations of Level 3 investments by performing back-testing. Back-testing involves the comparison of sales proceeds
of those investments to the most recent fair values reported and, if necessary, uses the \ufb01ndings to recalibrate its valuation procedures.
On a regular basis, the Group engages the services of a third-party valuation \ufb01rm, the Independent Valuer, to perform an independent review of the
valuation of the Group\u2019s Level 3 investments and the Group may adjust its valuations based on the recommendations from the Investment Manager\u2019s
Valuation Committee.
Translation of foreign currency
Assets and liabilities denominated in foreign currencies are translated into United States Dollar amounts at the year-end exchange rates. Transactions
denominated in foreign currencies, including purchases and sales of investments, and income and expenses, are translated into United States Dollar
amounts on the transaction date. Adjustments arising from foreign currency transactions are re\ufb02ected in the consolidated statement of\ue01foperations.
The Group does not isolate that portion of the results of operations arising from the e\ufb00ect of changes in foreign exchange rates on investments from
\ufb02uctuations arising from changes in market prices of investments held. Such \ufb02uctuations are included in net realised and change in unrealised gain/
(loss) on securities, derivatives and foreign currency transactions in the consolidated statement of operations.
Reported net realised gain/(loss) from foreign currency transactions arise from sales of foreign currencies; currency gains or losses realised between
the trade and settlement dates on securities transactions; and the di\ufb00erence between the amounts of dividends, interest, and foreign withholding
taxes recorded on the Group\u2019s books and the United States Dollar equivalent of the amounts actually received or paid.
Net change in unrealised gain/(loss) from foreign currency translation of assets and liabilities arises from changes in the fair values of assets
and liabilities, other than investments in securities at the end of the period, resulting from changes in exchange rates.
Investment transactions and related investment income
Investment transactions are accounted for on a trade date basis. Realised gains and losses on investment transactions have been calculated
on a speci\ufb01c identi\ufb01cation method.
Dividends are recorded on the ex-dividend date and interest is recognised on the accrual basis.
Withholding taxes on foreign dividends have been provided for in accordance with the Group\u2019s understanding of the applicable country\u2019s rules and rates.
O\ufb00setting of amounts related to certain contracts
Amounts due from and to brokers are presented on a net basis, by counterparty, to the extent the Group has the legal right to o\ufb00set the recognised
amounts and intends to settle on a net basis.
The Group has elected not to o\ufb00set fair value amounts recognised for cash collateral receivables and payables against fair value amounts recognised for
derivative positions executed with the same counterparty under the same master netting arrangement. At 31 December 2022, the Group had cash collateral
receivables of $16,384,706 (31 December 2021: $12,228,870) (see Note 3) with derivative counterparties under the same master netting\ue01farrangement.
Income taxes
On 1 December 2022, the Company changed its status for US federal tax purposes from a publicly traded partnership (\u201cPTP\u201d) to a corporation. This
change by the Board was necessitated due to recent changes to US tax legislation that came into e\ufb00ect on 1 January 2023. Pursuant to this, the Company
established OpCo, a partnership for US federal tax purposes, to which the Company transferred its portfolio of assets and the attributable pro\ufb01ts and
losses. The Company, as a corporation, is expected to be treated as a Passive Foreign Investment Company (\u201cPFIC\u201d) for US federal tax purposes.
The Company and Subsidiary are exempt from taxation in Guernsey and are each charged an annual exemption fee of \u00a31,200. The Group will only be
liable to tax in Guernsey in respect of income arising or accruing from a Guernsey source, other than from a relevant bank deposit. It is not anticipated
that such Guernsey source taxable income will arise. The Group is managed so as not to be resident in the UK for UK tax purposes.
The Group recognises tax bene\ufb01ts of uncertain tax positions only where the position is more likely than not to be sustained assuming examination by
a tax authority based on the technical merits of the position. In evaluating whether a tax position has met the recognition threshold, the Group must
presume the position will be examined by the appropriate taxing authority and that taxing authority has full knowledge of all relevant information.
A tax position meeting the more likely than not recognition threshold is measured to determine the amount of bene\ufb01t to recognise in the Group\u2019s
consolidated \ufb01nancial statements. Income tax and related interest and penalties would be recognised as a tax expense in the consolidated statement
of operations if the tax position was deemed to meet the more likely than not threshold.
The Investment Manager has analysed the Group\u2019s tax positions and has concluded no liability for unrecognised tax bene\ufb01ts should be recorded
related to uncertain tax positions. Further, management is not aware of any tax positions for which it is reasonably possible the total amounts of
unrecognised tax bene\ufb01ts will signi\ufb01cantly change in the next twelve months.
The Company and OpCo each \ufb01le income tax returns in the US federal jurisdiction and, as applicable, in US state or local jurisdictions, or non-US
jurisdictions. Generally, the Group was subject to income tax examinations by major taxing authorities for each tax period since inception. Based on
its\ue01fanalysis, the Group determined that it had not incurred any liability for unrecognised tax bene\ufb01ts as of 31 December 2022 or 31 December 2021.
Use of estimates
Preparing consolidated \ufb01nancial statements in accordance with US GAAP requires management to make estimates and assumptions in determining
the reported amounts of assets and liabilities, including the fair value of investments, and disclosure of contingent assets and liabilities as of the date
of the consolidated \ufb01nancial statements and the reported amounts of income and expenses during the reporting period. Actual results could di\ufb00er
from those estimates.
New accounting pronouncements
In June 2022, the FASB issued ASU 2022-03, ASC Topic 820, \u201cFair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions\u201d.
The amendment clari\ufb01es that contractual sale restrictions should not be considered when measuring the equity security\u2019s fair value and prohibits an
entity from recognizing a contractual sale restriction as a separate unit of account. The amendments in this ASU are e\ufb00ective for the Group beginning
after December 15, 2024. Early adoption is permitted for both interim and annual \ufb01nancial statements that have not yet been issued or made available
for issuance. The Group does not expect this guidance to have a material impact on its consolidated \ufb01nancial statements and related disclosures.
2. Fair value measurements
The Group\u2019s assets and liabilities recorded at fair value have been categorised based upon a fair value hierarchy as described in the Group\u2019s signi\ufb01cant
accounting policies in Note 1.
The following table presents information about the Group\u2019s assets and liabilities measured at fair value as of 31 December 2022:
| Level 1 | Level 2 | Level 3 | | |
| | | | Investments | |
| | | | measured at net | |
| | | | asset value* | Tot al |
| Assets (at fair value) | | | | | |
| Investments in securities | | | | | |
| Common stocks | 225,817,734 | 534,871 | 3,364,557 | \u2013 | 229,717,162 |
| Convertible preferred stocks | 117,696 | \u2013 | 57,932,949 | \u2013 | 58,050,645 |
| American depository receipts | 38,230,091 | \u2013 | \u2013 | \u2013 | 38,230,091 |
| Investment in private investment companies | \u2013 | \u2013 | \u2013 | 14,074,846 | 14,074,846 |
| Convertible notes | \u2013 | \u2013 | 10,052,833 | \u2013 | 10,052,833 |
| Total investments in securities | 264,165,521 | 534,871 | 71,350,339 | 14,074,846 | 350,125,577 |
| Derivative contracts | | | | | |
| Equity swaps | \u2013 | 19,086,329 | \u2013 | \u2013 | 19,086,329 |
| Warrants | \u2013 | 1,904,409 | 476,911 | \u2013 | 2,381,320 |
| Total derivative contracts | \u2013 | 20,990,738 | 476,911 | | 21,467,649 |
| 264, | 165,521 | 21,525,609 | 71,827,250 | 14,074,846 | 371,593,226 |
| Liabilities (at fair value) | | | | | |
| Securities sold short | | | | | |
| Common stocks | 11,810,966 | 98,829 | \u2013 | \u2013 | 11,909,795 |
| American depository receipts | 528,539 | \u2013 | \u2013 | \u2013 | 528,539 |
| Total securities sold short | 12,339,505 | 98,829 | \u2013 | | 12,438,334 |
| Derivative contracts | | | | | |
| Equity swaps | \u2013 | 8,926,743 | \u2013 | \u2013 | 8,926,743 |
| Total derivative contracts | \u2013 | 8,926,743 | \u2013 | \u2013 | 8,926,743 |
| 12,339,505 | 9,025,572 | \u2013 | \u2013 | 21,365,077 |
* The Group\u2019s investment in private investment companies that are valued at their net asset value are not categorized within the fair value hierarchy.
The following table presents information about the Group\u2019s assets and liabilities measured at fair value as of 31 December 2021:
| Level 1 | Level 2 | Level 3 | | |
| | | | Investments | |
| | | | measured at net | |
| | | | asset value* | Tot al |
| Assets (at fair value) | | | | | |
| Investments in securities | | | | | |
| Common stocks | 249,490,511 | 16,001,524 | 1,943,967 | \u2013 | 267,436,002 |
| Convertible preferred stocks | 615,444 | \u2013 | 67,177,270 | \u2013 | 67,792,714 |
| Exchange traded funds | 32,097,322 | \u2013 | \u2013 | \u2013 | 32,097,322 |
| Investment in private investment companies | \u2013 | \u2013 | \u2013 | 23,082,522 | 23,082,522 |
| American depository receipts | 18,047,224 | \u2013 | \u2013 | \u2013 | 18,047,224 |
| Convertible bonds | \u2013 | \u2013 | 723,723 | \u2013 | 723,723 |
| Total investments in securities | 300,250,501 | 16,001,524 | 69,844,960 | 23,082,522 | 409,179,507 |
| Derivative contracts | | | | | |
| Equity swaps | \u2013 | 7,575,424 | \u2013 | \u2013 | 7,575,424 |
| Warrants | 6,576 | 3,267,566 | 134,008 | \u2013 | 3,408,150 |
| Total derivative contracts | 6,576 | 10,842,990 | 134,008 | \u2013 | 10,983,574 |
| 300,257,077 | 26,844,514 | 69,978,968 | 23,082,522 | 420,163,081 |
| Liabilities (at fair value) | | | | | |
| Securities sold short | | | | | |
| Common stocks | 8,844,744 | \u2013 | \u2013 | \u2013 | 8,844,744 |
| American depository receipts | 473,649 | \u2013 | \u2013 | \u2013 | 473,649 |
| Total securities sold short | 9,318,393 | \u2013 | \u2013 | \u2013 | 9,318,393 |
| Derivative contracts | | | | | |
| Equity swaps | \u2013 | 3,310,833 | \u2013 | \u2013 | 3,310,833 |
| Total derivative contracts | \u2013 | 3,310,833 | \u2013 | \u2013 | 3,310,833 |
| 9,318,393 | 3,310,833 | \u2013 | \u2013 | 12,629,226 |
* The Group\u2019s investment in private investment companies that are valued at their net asset value are not categorized within the fair value hierarchy.
Transfers between Levels 2 and 3 generally relate to whether signi\ufb01cant relevant observable inputs are available for the fair value measurements
in their entirety. See Note 1 for additional information related to the fair value hierarchy and valuation techniques and inputs. For the year ended
31\ue01fDecember 2022, the Group had net transfers into Level 2 of $4,555,194 from Level 3 due to conversion into publicly traded common stocks subject
to an unexpired 180-day lock-up as at 31 December 2022 (2021: $9,064,760) and transfers into Level 1 of $nil from Level 3 due to conversion into
publicly traded common stocks (2021: $20,330,984). Transfers between levels are deemed to occur at year end.
8786
The following tables summarise the valuation techniques and signi\ufb01cant unobservable inputs used for the Group\u2019s investments that are categorised
within Level 3 of the fair value hierarchy as of 31 December 2022 and 31 December 2021:
| Fair value at | | | |
| 31 December 2022 | Valuation techniques | Signi\ufb01cant unobservable inputs | Range of inputs |
| Assets (at fair value) | | | | |
| Investments in securities | | | | |
| Convertible preferred stocks | 50,023,996 | Discounted cash \ufb02ow; | WACC | 13% \u2013 33% |
| | and/or market approach; | Revenue multiples | 2.8x \u2013 4.0x |
| | | Market step-up multiple | 0.7x \u2013 1.5x |
| | | Market rate of returns | -30% \u2013 20% |
| 7,908,953 | Price of most recent funding round | n/a | n/a |
| Convertible notes | 8,772,349 | Discounted cash \ufb02ow; | WACC | 13% |
| | and/or market approach; | Revenue multiples | 4.0x |
| | | Market step-up multiple | 0.7x \u2013 1.1x |
| | | Market rate of returns | 0% |
| 1,280,484 | Probability weighted expected | | |
| | return method (\u201cPWERM\u201d) | | |
| | | Market rate of returns | |
| | | Recovery rate | |
| | | | -30% |
| | | | 0% \u2013 50% |
| Common stocks | 1,208,299 | Discounted cash \ufb02ow; | WACC | 13% |
| | and/or market approach; | Revenue multiples | 0.2x \u2013 4x |
| | | Market step-up multiple | 0.7x \u2013 1.1x |
| | | Market rate of returns | -10% |
| 2,156,109 | PWERM | Probability of business | |
| | | combination | |
| | | | 95% |
| 149 | Price of most recent funding round | n/a | n/a |
| Total investments in securities | 71,350,339 | | | |
| Derivative contracts | | | | |
| Warrants | 315,589 | Discounted cash \ufb02ow; | WACC | 33% |
| | Market approach; | Revenue multiple | 4.0x |
| | and/or option pricing model | Market rate of returns | 10% |
| | | Expected volatility | 53% |
| 161,322 | PWERM | Expected volatility | 25% |
| Total derivative contracts | 476,911 | | | |
| Fair value at | | | |
| 31 December 2021 | Valuation techniques | Signi\ufb01cant unobservable inputs | Range of inputs |
| Assets (at fair value) | | | | |
| Investments in securities | | | | |
| Convertible preferred stocks | 60,740,530 | Discounted cash \ufb02ow; | WACC | 16% \u2013 38% |
| | Market approach; | Exit revenue multiple | 3.0x \u2013 4.0x |
| | and/or option pricing model | Expected volatility | 40% \u2013 135% |
| | | Market step-up multiple | 1.0x \u2013 1.8x |
| 6,436,740 | Price of most recent funding round | n/a | n/a |
| Common stocks | 844,280 | Market approach; | Expected volatility | 60% |
| | and/or option pricing model | Market step-up multiple | 1.1x \u2013 1.7x |
| 1,099,687 | Price of most recent funding round | n/a | n/a |
| Convertible bonds | 723,723 | Price of most recent funding round | n/a | n/a |
| Total investments in securities | 69,844,960 | | | |
| Derivative contracts | | | | |
| Warrants | 133,983 | Price of most recent funding round | n/a | n/a |
| 25 | Discounted cash \ufb02ow; | WACC | 38% |
| | Market approach; | Exit revenue multiple | 3.0x |
| | and/or option pricing model | Expected volatility | 45% |
| Total derivative contracts | 134,008 | | | |
The signi\ufb01cant unobservable inputs used in the fair value measurements of Level 3 common stock, convertible preferred stocks, convertible notes, and
warrants include, but are not limited to, WACC, revenue and/or earnings multiple, market rate of return, and expected volatility. Increases in the WACC
in isolation would result in a lower fair value for the security, and vice versa. Increases in multiples and/or market rate of returns in isolation would
result in a higher fair value of the security, and vice versa. A change in volatility in isolation could result in a higher or lower fair value for the security.
The table below presents additional information about Level 3 assets and liabilities measured at fair value. Both observable and unobservable inputs
may be used to determine the fair value of positions that the Group has classi\ufb01ed within the Level 3 category. As a result, the unrealised gains and
losses for assets and liabilities within the Level 3 category may include changes in fair value that were attributable to both observable and
unobservable inputs.
Changes in Level 3 assets and liabilities measured at fair value for the year ended 31 December 2022 were as follows:
| Balance beginning | | | | | | |
| 1 January 2022 | | | | | | |
| | Realised gains/ | | | | | |
| | (losses) | | | | | |
| | (a) | | | | | |
| | | Change in | | | | |
| | | Unrealised gains/ | | | | |
| | | (losses) | | | | |
| | | (a) | | | | |
| | | | Purchases | Sales | | |
| | | | | | Transfers into/ | |
| | | | | | (from) Level 3* | |
| | | | | | | Ending balance |
| | | | | | | 31 December 2022 |
| Assets (at fair value) | | | | | | | |
| Investments in securities | | | | | | | |
| Convertible preferred stocks | 67,177,270 | \u2013 | (17,555,053) | 12,142,203 | \u2013 | (3,831,471) | 57,932,949 |
| Common stocks | 1,943,967 | \u2013 | (664,647) | 2,085,237 | \u2013 | \u2013 | 3,364,557 |
| Convertible notes | \u2013 | \u2013 | 420,628 | 8,195,772 | \u2013 | 1,436,433 | 10,052,833 |
| Convertible bonds | 723,723 | \u2013 | \u2013 | 1,436,433 | \u2013 | (2,160,156) | \u2013 |
| Total investments in securities | 69,844,960 | \u2013 | (17,799,072) | 23,859,645 | \u2013 | (4,555,194) | 71,350,339 |
| Derivative contracts | | | | | | | |
| Warrants | 134,008 | \u2013 | 76,306 | 266,597 | \u2013 | \u2013 | 476,911 |
| Total derivative contracts | 134,008 | \u2013 | 76,306 | 266,597 | \u2013 | \u2013 | 476,911 |
* Includes conversion of convertible bonds into convertible preferred stock and convertible notes.
(a) Realised and unrealised gains and losses are included in net realised and change in unrealised gain/(loss) on investments, derivatives and foreign currency
transactions in the consolidated statement of operations.
Changes in Level 3 assets and liabilities measured at fair value for the year ended 31 December 2021 were as follows:
| Balance beginning | | | | | | |
| 1 January 2021 | | | | | | |
| | Realised gains/ | | | | | |
| | (losses) | | | | | |
| | | Change in | | | | |
| | | Unrealised gains/ | | | | |
| | | (losses) | Purchases | Sales | | |
| | | | | | Transfers into/ | |
| | | | | | (from) Level 3* | |
| | | | | | | Ending balance 31 |
| | | | | | | December 2021 |
| Assets (at fair value) | | | | | | | |
| Investments in securities | | | | | | | |
| Convertible preferred stocks | 38,161,752 | 1,440,394 | 13,226,721 | 46,075,180 | (2,331,033) | (29,395,744) | 67,177,270 |
| Common stocks | 9,087,381 | \u2013 | 502,587 | 564,688 | \u2013 | (8,210,689) | 1,943,967 |
| Convertible bonds | \u2013 | \u2013 | \u2013 | 723,723 | \u2013 | \u2013 | 723,723 |
| Total investments in securities | 47,249,133 | 1,440,394 | 13,729,308 | 47,363,591 | (2,331,033) | (37,606,433) | 69,844,960 |
| Derivative contracts | | | | | | | |
| Warrants | 133,983 | \u2013 | 1 | 24 | \u2013 | \u2013 | 134,008 |
| Total derivative contracts | 133,983 | \u2013 | 1 | 24 | \u2013 | \u2013 | 134,008 |
* Conversions of preferred stock into common stock.
Changes in Level 3 unrealised gains and losses during the year for assets still held at year end were as follows:
| 2022 | 2021 |
| Common stocks | (664,647) | 497,966 |
| Convertible notes | 420,628 | \u2013 |
| Convertible preferred stocks | (13,404,700) | 12,873,757 |
| Warrants | 76,306 | 1 |
| Change in unrealised gains and losses during the year for assets still held at year end | (13,572,413) | 13,371,724 |
Total realised gains and losses and unrealised gains and losses in the Group\u2019s investment in securities, derivative contracts and securities sold short
are made up of the following gain and loss elements:
| 2022 | 2021 |
| Realised gains | 47,604,728 | 54,163,408 |
| Realised losses | (41,995,983) | (14,532,072) |
| Net realised gain on securities, derivative contracts and securities sold short | 5,608,745 | 39,631,336 |
| 2022 | 2021 |
| Change in unrealised gains | 112,585,347 | 106,379,343 |
| Change in unrealised losses | (152,339,558) | (202,558,485) |
| Net change in unrealised gain/(loss) on securities, derivative contracts and securities sold short | (39,754,211) | (96,179,142) |
As at 31 December 2022 the Group had commitments (subject to completion of certain parameters) to certain investments totalling $2,544,486
(2021:\ue01f$2,358,325).
3. Due to/from brokers
Due to/from brokers includes cash balances held with brokers and collateral on derivative transactions. Amounts due from brokers may
be restricted to the extent that they serve as deposits for securities sold short or cash posted as collateral for derivative contracts.
As at 31 December 2022, restricted cash with due from brokers totalled $22,195,456 (2021: $12,323,965). Included within due from brokers of
$5,810,750 (31 December 2021: $95,095) can be used for investment. The Group pledged cash collateral to counterparties to over-the-counter
derivative contracts of $16,384,706 (31 December 2021: $12,228,870) which is included in due from brokers.
In the normal course of business, substantially all of the Group\u2019s securities transactions, money balances, and security positions are transacted with
the Group\u2019s prime brokers and counterparties, Goldman Sachs & Co. LLC, Cowen Financial Products, LLC, UBS AG, Bank of America Merrill Lynch,
Morgan Stanley & Co. LLC, Je\ufb00ries & Co. and J.P. Morgan Securities, LLC. The Group is subject to credit risk to the extent any broker with which it
conducts business is unable to ful\ufb01l contractual obligations on its behalf. The Group\u2019s management monitors the \ufb01nancial condition of such brokers
and does not anticipate any losses from these counterparties.
4. Derivative contracts
In the normal course of business, the Group utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative
contracts are subject to additional risks that can result in a loss of all or part of an investment. The Group\u2019s derivative activities and exposure to
derivative contracts are classi\ufb01ed by the primary underlying risk, equity price risk and foreign currency exchange rate risk. In addition to its primary
underlying risk, the Group is also subject to additional counterparty risk due to the inability of its counterparties to meet the terms of their contracts.
Warrants
The Group may receive warrants from its portfolio companies upon an investment in the debt or equity of a portfolio company.
The warrants provide the Group with exposure and potential gains upon equity appreciation of the portfolio company\u2019s share price.
The value of a warrant has two components: time value and intrinsic value. A warrant has a limited life and expires on a certain date. As time to the
expiration date of a warrant approaches, the time value of a warrant will decline. In addition, if the stock underlying the warrant declines in price, the
intrinsic value of an \u201cin the money\u201d warrant will decline. Further, if the price of the stock underlying the warrant does not exceed the strike price of the
warrant on the expiration date, the warrant will expire worthless. As a result, there is the potential for the Group to lose its entire investment in a warrant.
The Group is exposed to counterparty risk from the potential failure of an issuer of warrants to settle its exercised warrants. The maximum risk of
loss from counterparty risk to the Group is the fair value of the contracts and the purchase price of the warrants. The Group considers the e\ufb00ects
of counterparty risk when determining the fair value of its investments in warrants.
Equity swap contracts
The Group is subject to equity price risk in the normal course of pursuing its investment objectives. The Group may enter into equity swap contracts
either to manage its exposure to the market or certain sectors of the market, or to create exposure to certain equities to which it is otherwise
not exposed.
Equity swap contracts involve the exchange by the Group and a counterparty of their respective commitments to pay or receive a net amount based
on the change in the fair value of a particular security or index and a speci\ufb01ed notional amount.
Volume of derivative activities
The Group considers the average month-end notional amounts during the year, categorised by primary underlying risk, to be representative of the
volume of its derivative activities during the year ended 31 December 2022:
| Primary underlying risk | | | | |
| 2022 | | 2021 | |
| Long exposure | Short exposure | Long exposure | Short exposure |
| Notional amounts | Notional amounts | Notional amounts | Notional amounts |
| Equity price | | | | |
| Equity swaps | 48,774,292 | 56,273,944 | 2,347,607 | 66,149,127 |
| Warrants | | | | |
| (a) | | | | |
| 4,024,470 | \u2013 | 9,031,998 | \u2013 |
| 52,798,762 | 56,273,944 | 11,379,605 | 66,149,127 |
(a) Notional amounts presented for warrants are based on the fair value of the underlying shares as if the warrants were exercised at each respective month end date.
Impact of derivatives on the consolidated statement of assets and liabilities and consolidated statement of operations
The following tables identify the fair value amounts of derivative instruments included in the consolidated statement of assets and liabilities as
derivative contracts, categorised by primary underlying risk, at 31 December 2022 and 31 December 2021. The following table also identi\ufb01es the gain
and loss amounts included in the consolidated statement of operations as net realised gain/(loss) on derivative contracts and net change in unrealised
gain/(loss) on derivative contracts, categorised by primary underlying risk, for the year ended 31 December 2022 and 31 December 2021.
| Primary underlying risk | | | | |
| | 2022 | | |
| Derivative assets | | | |
| | Derivative | | |
| | liabilities | | |
| | | Realised gain/ | |
| | | (loss) | |
| | | | Change in |
| | | | unrealised gain/ |
| | | | (loss) |
| Equity price | | | | |
| Equity swaps | 19,086,329 | 8,926,743 | (2,748,269) | 5,894,995 |
| Warrants | 2,381,320 | \u2013 | \u2013 | (1,293,427) |
| 21,467,649 | 8,926,743 | (2,748,269) | 4,601,568 |
| Primary underlying risk | | | | |
| | 2021 | | |
| Derivative assets | | | |
| | Derivative | | |
| | liabilities | | |
| | | Realised gain/ | |
| | | (loss) | |
| | | | Change in |
| | | | unrealised gain/ |
| | | | (loss) |
| Equity price | | | | |
| Equity swaps | 7,575,424 | 3,310,833 | (1,651,404) | 3,061,415 |
| Warrants | 3,408,150 | \u2013 | 2,443 | (125,397) |
| 10,983,574 | 3,310,833 | (1,648,961) | 2,936,018 |
5. Securities lending agreements
The Group has entered into securities lending agreements with its prime brokers. From time to time, the prime brokers lend securities on the Group\u2019s
behalf. As of 31 December 2022 and 31 December 2021, no securities were loaned and no collateral was received.
6. O\ufb00setting assets and liabilities
The Group is required to disclose the impact of o\ufb00setting assets and liabilities represented in the consolidated statement of assets and liabilities
to enable users of the consolidated \ufb01nancial statements to evaluate the e\ufb00ect or potential e\ufb00ect of netting arrangements on its \ufb01nancial position
for recognised assets and liabilities. These recognised assets and liabilities are \ufb01nancial instruments and derivative instruments that are either
subject to an enforceable master netting arrangement or similar agreement or meet the following right of seto\ufb00 criteria: the amounts owed by
the Group to another party are determinable, the Group has the right to o\ufb00set the amounts owed with the amounts owed by the other party,
the Group intends to o\ufb00set and the Group\u2019s right of seto\ufb00 is enforceable by law.
As of 31 December 2022 and 31 December 2021, the Group held \ufb01nancial instruments and derivative instruments that were eligible for o\ufb00set in
the consolidated statement of assets and liabilities and are subject to a master netting arrangement. The master netting arrangement allows
the counterparty to net applicable collateral held on behalf of the Group against applicable liabilities or payment obligations of the Group to the
counterparty. These arrangements also allow the counterparty to net any of its applicable liabilities or payment obligations they have to the Group
against any collateral sent to the Group.
As discussed in Note 1, the Group has elected not to o\ufb00set assets and liabilities in the consolidated statement of assets and liabilities. The
following table presents the potential e\ufb00ect of netting arrangements for asset derivative contracts presented in the consolidated statement
of assets and\ue01fliabilities:
| Description | | | | | | |
| Gross amounts of | | | | | |
| recognised assets | | | | | |
| | Gross amounts o\ufb00set | | | | |
| | in the consolidated | | | | |
| | statement of assets | | | | |
| | and liabilities | | | | |
| | | Gross amounts of | | | |
| | | recognised assets | | | |
| | | and liabilities | | | |
| | | | 31 December 2022 | | |
| | | | Gross amounts not o\ufb00set in the | | |
| | | | consolidated statement of | | |
| | | | assets and liabilities | | |
| | | | | | Net amount |
| | | | Financial | | |
| | | | instruments | | |
| | | | (a) | | |
| | | | | Cash collateral | |
| | | | | received | |
| | | | | (b) | |
| Equity swaps | | | | | | |
| Bank of America Merrill Lynch | 12,929,367 | \u2013 | 12,929,367 | (3,983,939) | \u2013 | 8,945,428 |
| Cowen Financial Products, LLC | 3,239,591 | \u2013 | 3,239,591 | (1,224,200) | \u2013 | 2,015,391 |
| Morgan Stanley & Co. LLC | 2,797,503 | \u2013 | 2,797,503 | (2,797,503) | \u2013 | \u2013 |
| Je\ufb00ries & Co. | 119,868 | \u2013 | 119,868 | (119,868) | \u2013 | \u2013 |
| 19,086,329 | \u2013 | 19,086,329 | (8,125,510) | \u2013 | 10,960,819 |
| Description | | | | | | |
| Gross amounts of | | | | | |
| recognised assets | | | | | |
| | Gross amounts o\ufb00set | | | | |
| | in the statement of | | | | |
| | assets and liabilities | | | | |
| | | Gross | | | |
| | | amounts of | | | |
| | | recognised | | | |
| | | assets and | | | |
| | | liabilities | | | |
| | | | 31 December 2021 | | |
| | | | Gross amounts not o\ufb00set in the | | |
| | | | statement of assets and liabilities | | |
| | | | | | Net amount |
| | | | Financial | | |
| | | | instruments | | |
| | | | (a) | | |
| | | | | Cash collateral | |
| | | | | received | |
| | | | | (b) | |
| Equity swaps | | | | | | |
| Cowen Financial Products, LLC | 5,777,357 | \u2013 | 5,777,357 | (1,532,754) | \u2013 | 4,244,603 |
| Bank of America Merrill Lynch | 1,396,737 | \u2013 | 1,396,737 | (1,190,091) | \u2013 | 206,646 |
| Morgan Stanley & Co. LLC | 306,560 | \u2013 | 306,560 | (77,393) | \u2013 | 229,167 |
| Je\ufb00ries & Co. | 78,710 | \u2013 | 78,710 | (78,710) | \u2013 | \u2013 |
| UBS AG | 16,060 | \u2013 | 16,060 | (16,060) | \u2013 | \u2013 |
| 7,575,424 | \u2013 | 7,575,424 | (2,895,008) | \u2013 | 4,680,416 |
(a) Amounts related to master netting agreements (e.g. ISDA), determined by the Group to be legally enforceable in the event of default and if certain other criteria
are met in accordance with applicable o\ufb00setting accounting guidance but were not o\ufb00set due to management\u2019s accounting policy election.
(b) Amounts related to master netting agreements and collateral agreements determined by the Group to be legally enforceable in the event of default, but certain
other criteria are not met in accordance with applicable o\ufb00setting accounting guidance. The collateral amounts may exceed the related net amounts of \ufb01nancial
assets and liabilities presented in the consolidated statement of assets and liabilities. If this is the case, the total amount reported is limited to the net amounts
of \ufb01nancial assets and liabilities with that counterparty.
The following tables present the potential e\ufb00ect of netting arrangements for liability derivative contracts presented in the consolidated statement
of assets and liabilities as of 31 December 2022 and 31 December 2021:
| Description | | | | | | |
| Gross amounts of | | | | | |
| recognised | | | | | |
| liabilities | | | | | |
| | Gross amounts o\ufb00set | | | | |
| | in the consolidated | | | | |
| | statement of assets | | | | |
| | and liabilities | | | | |
| | | Gross amounts of | | | |
| | | recognised | | | |
| | | liabilities | | | |
| | | | 31 December 2022 | | |
| | | | Gross amounts not o\ufb00set in the | | |
| | | | consolidated statement of | | |
| | | | assets and liabilities | | |
| | | | | | Net amount |
| | | | Financial | | |
| | | | instruments | | |
| | | | (a) | | |
| | | | | Cash collateral | |
| | | | | pledged | |
| | | | | (b) | |
| Equity swaps | | | | | | |
| Bank of America Merrill Lynch | 3,983,939 | \u2013 | 3,983,939 | (3,983,939) | \u2013 | \u2013 |
| Morgan Stanley & Co. LLC | 3,372,143 | \u2013 | 3,372,143 | (2,797,503) | (574,640) | \u2013 |
| Cowen Financial Products, LLC | 1,224,200 | \u2013 | 1,224,200 | (1,224,200) | \u2013 | \u2013 |
| Je\ufb00ries & Co. | 336,931 | \u2013 | 336,931 | (119,868) | (217,063) | \u2013 |
| UBS AG | 9,530 | \u2013 | 9,530 | \u2013 | (9,530) | \u2013 |
| 8,926,743 | \u2013 | 8,926,743 | (8,125,510) | (801,233) | \u2013 |
| Description | | | | | | |
| Gross amounts of | | | | | |
| recognised | | | | | |
| liabilities | | | | | |
| | Gross amounts o\ufb00set | | | | |
| | in the statement of | | | | |
| | assets and liabilities | | | | |
| | | Gross amounts of | | | |
| | | recognised | | | |
| | | liabilities | | | |
| | | | 31 December 2021 | | |
| | | | Gross amounts not o\ufb00set in the | | |
| | | | statement of assets and liabilities | | |
| | | | | | Net amount |
| | | | Financial | | |
| | | | instruments | | |
| | | | (a) | | |
| | | | | Cash collateral | |
| | | | | pledged | |
| | | | | (b) | |
| Equity swaps | | | | | | |
| Cowen Financial Products, LLC | 1,532,754 | \u2013 | 1,532,754 | (1,532,754) | \u2013 | \u2013 |
| Bank of America Merrill Lynch | 1,190,091 | \u2013 | 1,190,091 | (1,190,091) | \u2013 | \u2013 |
| Je\ufb00ries & Co. | 406,977 | \u2013 | 406,977 | (78,710) | (328,267) | \u2013 |
| UBS AG | 103,618 | \u2013 | 103,618 | (16,060) | (87,558) | \u2013 |
| Morgan Stanley & Co. LLC | 77,393 | \u2013 | 77,393 | (77,393) | \u2013 | \u2013 |
| 3,310,833 | \u2013 | 3,310,833 | (2,895,008) | (415,825) | \u2013 |
(a) Amounts related to master netting agreements (e.g. ISDA), determined by the Group to be legally enforceable in the event of default and if certain other criteria
are met in accordance with applicable o\ufb00setting accounting guidance but were not o\ufb00set due to management\u2019s accounting policy election.
(b) Amounts related to master netting agreements and collateral agreements determined by the Group to be legally enforceable in the event of default, but certain other criteria are
not met in accordance with applicable o\ufb00setting accounting guidance. The collateral amounts may exceed the related net amounts of \ufb01nancial assets and liabilities presented in the
consolidated statement of assets and liabilities. If this is the case, the total amount reported is limited to the net amounts of \ufb01nancial assets and liabilities with that counterparty.
7. Securities sold short
The Group is subject to certain inherent risks arising from its investing activities of selling securities short. The ultimate cost to the Group to acquire
these securities may exceed the liability re\ufb02ected in these consolidated \ufb01nancial statements.
8. Risk factors
Some underlying investments may be deemed to be highly speculative investments and are not intended as a complete investment program. The
Group is designed only for sophisticated persons who are able to bear the economic risk of the loss of their entire investment in the Group and who
have a limited need for liquidity in their investment. The following risks are applicable to the Group:
Market risk
Certain events particular to each market in which Portfolio Companies conduct operations, as well as general economic and political conditions, may
have a signi\ufb01cant negative impact on the operations and pro\ufb01tability of the Group\u2019s investments and/or on the fair value of the Group\u2019s investments.
Such events are beyond the Group\u2019s control, and the likelihood they may occur and the e\ufb00ect on the Group cannot be predicted. The Group intends
to mitigate market risk generally by investing in LifeSci Companies in various geographies.
Portfolio Company products are subject to regulatory approvals and actions with new drugs, medical devices and procedures being subject to
extensive regulatory scrutiny before approval, and approvals can be revoked.
The market value of the Group\u2019s holdings in public Portfolio Companies could be a\ufb00ected by a number of factors, including, but not limited to: a change
in sentiment in the market regarding the public Portfolio Companies, the market\u2019s appetite for speci\ufb01c asset classes; and the \ufb01nancial or operational
performance of the public Portfolio Companies.
The size of investments in public Portfolio Companies or involvement in management may trigger restrictions on buying or selling securities. Laws
and regulations relating to takeovers and inside information may restrict the ability of the Group to carry out transactions, or there may be delays
or disclosure requirements before transactions can be completed.
Equity prices and returns from investing in equity markets are sensitive to various factors, including but not limited to: expectations of future
dividends and pro\ufb01ts; economic growth; exchange rates; interest rates; and in\ufb02ation.
Biotech/healthcare companies
The Portfolio Companies are biotechnology companies. Biotech companies are generally subject to greater governmental regulation than other
industries at both the state and federal levels. Changes in governmental policies may have a material e\ufb00ect on the demand for or costs of certain
products and services.
Any failure by a Portfolio Company to develop new technologies or to accurately evaluate the technical or commercial prospects of new technologies
could result in it failing to achieve a growth in value and this could have a material adverse e\ufb00ect on the Group\u2019s \ufb01nancial condition.
Portfolio Companies may not successfully translate promising scienti\ufb01c theory into a commercially viable business opportunity. Further, the Portfolio
Companies\u2019 therapies in development may fail clinical trials and therefore no longer be viable.
Portfolio Company products are subject to intense competition and there are many factors that will a\ufb00ect whether the new therapies released by the
Portfolio Companies gain market share against competitors and existing therapies.
Portfolio Companies may be newer small and mid-size LifeSci Companies. These companies may be more volatile and have less experience and fewer
resources than more established companies.
Concentration risk
The Group may not make an investment or a series of investments in a Portfolio Company that result in the Group\u2019s aggregate investment in such
Portfolio Company exceeding 15 per cent. of the Group\u2019s gross assets, save for Rocket for which the limit is 25 per cent. as stated in the Group\u2019s
prospectus. Each of these investment restrictions will be calculated as at the time of investment. As such, it is possible that the Group\u2019s portfolio
may be concentrated at any given point in time, potentially with more than 15 per cent. of gross assets held in one Portfolio Company as Portfolio
Companies increase or decrease in value following such initial investment. The Group\u2019s portfolio of investments may also lack diversi\ufb01cation among
LifeSci Companies and related investments.
Concentration of credit risk
In the normal course of business, the Group maintains its cash balances in \ufb01nancial institutions, which at times may exceed US federal or UK insured
limits, as applicable. The Group is subject to credit risk to the extent any \ufb01nancial institution with which it conducts business is unable to ful\ufb01l
contractual obligations on its behalf. Management monitors the \ufb01nancial condition of such \ufb01nancial institutions and does not anticipate any losses
from these counterparties.
Counterparty risk
The Group invests in equity swaps and takes the risk of non-performance by the other party to the contract. This risk may include credit risk of the
counterparty, the risk of settlement default, and generally, the risk of the inability of counterparties to perform with respect to transactions, whether
due to insolvency, bankruptcy or other causes.
In an e\ufb00ort to mitigate such risks, the Group will attempt to limit its transactions to counterparties which are established, well capitalised and
creditworthy.
Liquidity risk
Liquidity risk is the risk that the Group cannot meet its \ufb01nancial commitments as they fall due.\ue01fThe Group\u2019s unquoted investments may have limited
or no secondary market liquidity so the Investment Manager maintains a su\ufb03cient balance of cash and market quoted securities which can be sold if
needed to meet its commitments.
The Group\u2019s investments in quoted securities may also be subject to sale restrictions on listing and when the Investment Manager is subject to close
periods or privy to con\ufb01dential information by virtue of their active involvement in the management of portfolio companies.
Derivative transactions may not be liquid in all circumstances, such that in volatile markets it may not be possible to close out a position without
incurring a loss. The illiquidity of the derivatives markets may be due to various factors, including congestion, disorderly markets, limitations on
deliverable supplies, the participation of speculators, government regulation and intervention, and technical and operational or system failures.
Foreign exchange risk
The Group will make investments in various jurisdictions in a number of currencies and will be exposed to the risk of currency \ufb02uctuations that may
materially adversely a\ufb00ect, amongst other things, the value of the Portfolio Company or the Group\u2019s investment in such Portfolio Company, or any
distributions received from the Portfolio Company. Under its investment policy, the Group does not intend to enter into any securities or \ufb01nancially
engineered products designed to hedge portfolio exposure or mitigate portfolio risk as a core part of its investment strategy.
9. Share capital
During the year ended 31 December 2022 the Company did not issue any Ordinary Shares:
| 2022 | 2021 |
| Number of | |
| Ordinary Shares | |
| | Number of |
| | Ordinary Shares |
| As at 1 January | 212,389,138 | 191,515,735 |
| Issuance of Ordinary Shares | \u2013 | 20,873,403 |
| As at 31 December | 212,389,138 | 212,389,138 |
Ordinary Shares carry the right to receive all income of the Company attributable to the Ordinary Shares and to participate in any distribution of\ue01fsuch
income made by the Company. Such income shall be divided pari passu among the holders of Ordinary Shares in proportion to the number of Ordinary
Shares held by them.
Ordinary Shares shall carry the right to receive notice of and attend and vote at any general meeting of the Company, and at any such meeting on a
show of hands, every holder of Ordinary Shares present in person (includes present by attorney or by proxy or, in the case of a corporate member, by duly
authorised corporate representative) and entitled to vote shall have one vote, and on a poll, subject to any special voting powers or restrictions, every
holder of Ordinary Shares present in person or by proxy shall be entitled to one vote for each Ordinary Share, or fraction of an Ordinary Share, held.
On 1 December 2022, the Performance Allocation Share held by RTW Venture Performance LP was surrendered in exchange for a New Performance
Allocation Share issued by the Subsidiary. The New Performance Allocation Share issued by the Subsidiary has identical terms to the original
Performance Allocation Share issued by the Company. From 1 December 2022, the Performance Allocation Amount will now be allocated at the
Subsidiary level, and is presented in the Group\u2019s \ufb01nancial statements as part of the Non-Controlling Interest. The sole New Performance Allocation
Share is held by RTW Venture Performance LP. As at 31 December 2022, there were no Performance Allocation Shares of the Company in issue
(31\ue01fDecember 2021: one) and one New Performance Allocation Share of the Subsidiary in issue (31 December 2021: nil).
New Performance Allocation Shares of the Subsidiary carry the right to receive, and participate in, any dividends or other distributions of the
Subsidiary available for dividend or distribution. New Performance Allocation Shares are not entitled to receive notice of, to attend or to vote at
general meetings of the Company or the Subsidiary.
For all share classes, subject to compliance with the solvency test set out in the Companies Law, the Board may declare and pay such annual or
interim dividends and distributions as appear to be justi\ufb01ed by the position of the Group. The Board may, in relation to any dividend or distribution,
direct that the dividend or distribution shall be satis\ufb01ed wholly or partly by the distribution of assets, and in particular of paid-up shares or reserves
of any nature as approved by the Group.
10. Related party transactions
Management Fee
The Investment Manager receives a monthly management fee, in advance, as of the beginning of each month in an amount equal to 0.104% (1.25% per
annum) of the net assets of the Group (the \u201cManagement Fee\u201d). For purposes of determining the Management Fee, private investments will be valued
at the fair value. The Management Fee will be prorated for any period that is less than a full month. The Management Fees charged for the year ended
31 December 2022 amounted to $3,751,464 (31 December 2021: $4,813,854) of which $nil (31 December 2021: $nil) was outstanding at the year end.
Performance Allocation
The Performance Allocation Share held by RTW Venture Performance LP was surrendered in exchange for a New Performance Allocation Share
issued by the Subsidiary. The New Performance Allocation Share issued by the Subsidiary has identical terms to the original Performance Allocation
Share issued by the Company.
In respect of each Performance Allocation Period, the Performance Allocation Amount shall be allocated at the Subsidiary level and disclosed on the
Group\u2019s \ufb01nancial statements within the Non-Controlling Interest, subject to the satisfaction of a hurdle condition.
The Performance Allocation Amount relating to the Performance Allocation Period, which is calculated solely at the Subsidiary, is an amount equal to:
((A-B) x C) x 20 per cent.
where:
A is the Adjusted Net Asset Value per Ordinary Share on the Calculation Date, adjusted by:
adding back (i) the total net Distributions (if any) per Ordinary Share (whether paid, or declared but not yet paid) during the Performance
Allocation Period; and (ii) any accrual for the Performance Allocation for the current Performance Allocation Period re\ufb02ected in the Net Asset
Value per Ordinary Share; and deducting any accretion in the Net Asset Value per Ordinary Share resulting from either the issuance of Ordinary
Shares at a premium or the repurchase or redemption of Ordinary Shares at a discount during the Performance Allocation Period;
B is the Adjusted Net Asset Value per Ordinary Share at the start of the Performance Allocation Period; and
C is the time weighted average number of Ordinary Shares in issue during the Performance Allocation Period.
The Hurdle Amount represents an 8 per cent. annualised compounded rate of return in respect of the Adjusted Net Asset Value per Ordinary Share
from the start of the initial Performance Allocation Period through the then current Performance Allocation Period.
The Performance Allocation Share Class can elect to receive the Performance Allocation Amount in Ordinary Shares; cash; or a mixture of the two,
subject to a minimum 50% as Ordinary Shares. The Performance Allocation Share Class entered into a letter agreement dated 21 April 2020,
pursuant to which the Performance Allocation Share Class agreed to defer distributions of Ordinary Shares that would otherwise be distributed to
the Performance Allocation Share Class no later than 30 business days after the publication of the Group\u2019s audited annual consolidated \ufb01nancial
statements. Under that letter agreement, such Ordinary Shares shall be distributed to the Performance Allocation Share Class at such time or times
as determined by the Boards of Directors of the Group.
The Group will increase or decrease the amount owed to the Performance Allocation Share Class based on its investment exposure to the Group\u2019s
performance had such Performance Ordinary Shares been so issued. The Performance Allocation Amount for the year ended 31 December 2022
includes the residual, undistributed Performance Allocation Amounts from prior years that were previously converted into a total of 14,228,208
Notional Ordinary Shares. These Notional Ordinary Shares are subject to market risk alongside the Ordinary Shares and incurred a mark to market
loss of $2,476,036 in 2022 (2021: notional loss of $3,559,670), which is included in Performance Allocation within the Consolidated Statement of
Changes in Net Assets. There was no reallocation of uncrystallized performance allocation back to Ordinary Shareholders related to the Group\u2019s
performance in the period.
Until the Group makes a distribution of Ordinary Shares to the Performance Allocation Share Class, the Group will have an unsecured discretionary
obligation to make such distribution at such time or times as the Board of Directors of the Group determines. RTW Venture Performance LP has
agreed to the deferral of the distributions of the Subsidiary\u2019s Ordinary Shares in connection with its own tax planning. The Group does not believe that
the deferral of such distributions to the Performance Allocation Share Class will have any negative e\ufb00ects on holders of the Company\u2019s Ordinary Shares.
The Investment Manager is a member of the Performance Allocation Share Class and will therefore receive a proportion of the Performance Allocation
Amount. For the year ended 31 December 2022, the Board did not approve a cash distribution to the Performance Allocation Share Class (31 December
2021: $4,974,920). At the year end the Performance Allocation Share Class of the Subsidiary is re\ufb02ected within the Non-Controlling Interest balance of
$21,844,468 and was captured within the Performance Allocation Share Class of the Company at 31 December 2021 with a balance of $24,320,504.
The Investment Manager is also refunded any research costs incurred on behalf of the Group.
One of the Directors of the Group, Stephanie Sirota, is also a partner and the Chief Business O\ufb03cer of the Investment Manager. The following table
represents the number of related parties served on the boards of directors of investments held by the Group during the year ended 31 December
2022 and 31 December 2021:
| Investments | Partners | Employees |
| Rocket | Two | |
| (a) | |
| | One |
| HSAC2 Holdings II | Two | |
| (a) | |
| | One |
| Ji Xing | Two | |
| (a) | |
| | One |
| Yarrow Biotechnology | Two | |
| (b) | |
| | One |
(a) Roderick Wong, Naveen Yalamanchi
(b) Roderick Wong, Peter Fong
As at 31 December 2022, the number of Ordinary Shares held by each Director was as follows:
| 2022 | 2021 |
| Number of | |
| Ordinary Shares | |
| | Number of |
| | Ordinary Shares |
| William Simpson | 200,000 | 150,000 |
| Paul Le Page | 128,000 | 103,000 |
| William Scott | 305,003 | 150,000 |
| Stephanie Sirota | 1,010,000 | 1,000,000 |
All Directors added to their holdings during the year by purchasing Ordinary Shares in the secondary market.
Roderick Wong is a major shareholder and also a member of the Investment Manager. As at 31 December 2022, he held 29,593,872 Ordinary Shares
in the Group (13.93% of the Ordinary Shares in issue) (31 December 2021: 29,218,773, 13.76% of the Ordinary Shares in issue).
The total Directors\u2019 fees expense for the year amounted to $176,722 (31 December 2021: $214,353) of which $48,281 was outstanding at 31 December
2022 (31 December 2021: $52,761) and is included within accrued expenses.
All of the Directors of the Company were also appointed as directors of the Subsidiary on its incorporation on 23 November 2022.
11. Administrative services
Elysium Fund Management Limited (\u201cEFML\u201d) serves as Administrator to the Group, providing administration, corporate secretarial, corporate
governance and compliance services. Morgan Stanley Fund Services USA LLC (\u201cMSFS\u201d) serves as the Group\u2019s Sub-Administrator.
During the year ended 31 December 2022, EFML and MSFS charged administration fees of $93,469 and $218,534 respectively (31 December 2021:
EFML charged $107,767 and MSFS charged $223,067) of which $6,484 and $91,099 (31 December 2021: EFML $8,396, MSFS $76,053) was outstanding
at 31 December 2022, and is included within accrued expenses.
12. Financial highlights
Financial highlights for the year ended 31 December 2022 and 31 December 2021 are as follows:
| 2022 | 2021 |
| Per Ordinary Share operating performance | | |
| Net Asset Value, beginning of year | $ 1.71 | $ 1.96 |
| Issuance of Ordinary Shares | \u2013 | 0.02 |
| Income from investments | | |
| Net investment income/(loss) | (0.02) | (0.04) |
| Net realised and unrealised gain/(loss) on investments, derivatives and foreign currency transactions | (0.15) | (0.23) |
| Total from investment operations | (0.17) | (0.27) |
| Net Asset Value, end of year | $ 1.54 | $ 1.71 |
| Total return | | |
| Total return before Performance Allocation | (10.18)% | (15.35)% |
| Performance Allocation (excluding mark to market) | - % | 2.58 % |
| Total return after Performance Allocation | (10.18)% | (12.77)% |
| Ratios to average net assets* | | |
| Expenses | 2.47% | 2.22 % |
| Performance Allocation | (1.44)% | (2.11)% |
| Expenses and Performance Allocation | 1.03% | 0.11 % |
| Net investment income/(loss) | (1.75)% | (2.04)% |
| NAV total return for the year | (10.18)% | (15.35)% |
* Ratios are not annualised.
Financial highlights are calculated for Ordinary Shares. An individual shareholder\u2019s \ufb01nancial highlights may vary based on participation in new issues,
di\ufb00erent Performance Allocation arrangements, and the timing of capital share transactions. Net investment income/loss does not re\ufb02ect the e\ufb00ects
of the Performance Allocation.
13. Subsequent events
These consolidated \ufb01nancial statements were approved by the Board of Directors on 30 March 2023. Subsequent events have been evaluated through
this date.
Non-Controlling Interest
An a\ufb03liate of the Investment Manager, RTW Venture Performance LP, holds an interest in the Subsidiary. At 31 December 2022, the Non-Controlling
Interest of $21,844,468 represents the in-kind transfer on 1 December 2022 of $19,960,953 and mark to market of $1,883,515 for the period from
1\ue01fDecember 2022 through 31 December 2022. The Non-Controlling Interest will capture both Performance Allocation and mark to market movements
on the New Performance Allocation Share held by RTW Venture Performance LP in the Subsidiary. For the year ended 31 December 2022, the entirety
of the income/(loss) attributable to Non-Controlling Interest was comprised of mark to market movements.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForTransactionsWithNoncontrollingInterestsExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForRestrictedCashAndCashEquivalentsExplanatory_E83_CY": {
"value": "Cash, cash equivalents, and restricted cash
Cash represents cash deposits held at \ufb01nancial institutions. Cash equivalents include short-term highly liquid investments of su\ufb03cient credit quality
that are readily convertible to known amounts of cash and have original maturities of three months or less. Cash equivalents are carried at cost plus
accrued interest, which approximates fair value. Cash equivalents are held for the purpose of meeting short-term liquidity requirements, rather than
for investment purposes. As at 31 December 2022 and 31 December 2021, the Group had no cash equivalents.
Restricted cash is subject to a legal or contractual restriction by third parties as well as a restriction as to withdrawal or use, including restrictions
that require the funds to be used for a speci\ufb01ed purpose and restrictions that limit the purpose for which the funds can be used. The Group considers
cash pledged as collateral for securities sold short, cash collateral posted with counterparties for derivative contracts and further amounts due from
brokers to be restricted cash, as outlined in Note 3.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForRestrictedCashAndCashEquivalentsExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForFairValueMeasurementExplanatory_E33_CY": {
"value": "Fair value - de\ufb01nition and hierarchy
Fair value is de\ufb01ned as the price that would be received to sell an asset or paid to transfer a liability (i.e. the \u2018exit price\u2019) in an orderly transaction
between market participants at the measurement date.
In determining fair value, the Group uses various valuation techniques. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use
of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs are to be used when available. Observable
inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Group.
Unobservable inputs re\ufb02ect the Group\u2019s assumptions about the inputs market participants would use in pricing the asset or liability based on the best
information available in the circumstances. The fair value hierarchy is categorised into three levels based on the inputs as follows:
Level 1 \u2013 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Group has the ability to access.
Valuation adjustments are not applied to Level 1 investments. Since valuations are based on quoted prices that are readily and regularly available
in an active market, valuation of these investments does not entail a signi\ufb01cant degree of judgement.
Convertible bonds
Convertible bonds are recorded at fair value using valuation techniques based on observable inputs. These instruments are generally categorised in Level
2 of the fair value hierarchy. In instances where signi\ufb01cant inputs are unobservable, convertible bonds are categorised in Level 3 of the fair value hierarchy.
Convertible notes
The Group values investments in convertible notes in accordance with the unlisted investments section above. As of 31 December 2022,
these investments are all categorised in Level 3 of the fair value hierarchy.
Convertible preferred stock
The Group values Level 1 investments in convertible preferred stock that are listed on a national securities exchange at their closing sales price as of
the valuation date. Level 3 investments in convertible preferred stock are valued in accordance with the unlisted investments section above. As of 31
December 2022, these investments are categorised in Level 1 and Level 3 of the fair value hierarchy.
Investment in private investment companies
The Group values investment in private investment companies using the net asset values provided by the underlying private investment companies
as\ue01fa practical expedient. The Group applies the practical expedient to its private investment companies on an investment-by-investment basis and
consistently with the Group\u2019s entire position in a particular investment, unless it is probable that the Group will sell a portion of an investment at an
amount di\ufb00erent from the net asset value of the investment.
Private investment in public equity
Private investment in public equity (\u201cPIPE\u201d) cannot be o\ufb00ered for sale to the public until the issuer complies with certain statutory or contractual requirements.
The Group generally values PIPE at a discount to similar publicly traded companies to the extent the restriction is speci\ufb01c to the security. The Group considers
the type and duration of the restriction, but in no event does the valuation exceed the listed price on any major securities exchange. PIPE is generally
categorized in Level 2 of the fair value hierarchy. However, to the extent that signi\ufb01cant inputs used to determine liquidity discounts are unobservable, PIPE
may be categorized in Level 3 of the fair value hierarchy. As of 31 December 2022 and 31\ue01fDecember 2021, there were no open PIPE positions (2021: nil).
Derivative contracts
Equity swaps
Equity swaps may be centrally cleared or traded on the over-the-counter market. The fair value of equity swaps is calculated based on the terms of
the contract and current market data, such as changes in fair value of the reference asset. The fair value of equity swaps is generally categorised in
Level 2 of the fair value hierarchy.
Warrants
Warrants that are listed on major securities exchanges are valued at their last reported sales price as of the valuation date. The fair value of over-the-
counter (\u201cOTC\u201d) warrants is determined using the Black-Scholes option pricing model, a valuation technique that follows the income approach. This
pricing model takes into account the contract terms (including maturity) as well as multiple inputs, including time value, implied volatility, equity prices,
interest rates and currency rates. Warrants are categorised in all levels of the fair value hierarchy.
Fair value \u2013 valuation processes
The Group establishes valuation processes and procedures to ensure that the valuation techniques are fair and consistent, and valuation inputs
are supportable. The Group designates the Investment Manager\u2019s Valuation Committee to oversee the entire valuation process of the Group\u2019s
investments. The Valuation Committee comprises various members of the Investment Manager, including those separate from the Group\u2019s portfolio
management and trading functions, and reports to the Board.
The Valuation Committee is responsible for developing the Group\u2019s written valuation processes and procedures, conducting periodic reviews of the
valuation policies, and evaluating the overall fairness and consistent application of the valuation policies.
The Investment Manager\u2019s Valuation Committee meets on a monthly basis or more frequently, as needed, to determine the valuations of the Group\u2019s
Level 3 investments. Valuations determined by the Valuation Committee are required to be supported by market data, third-party pricing sources,
industry-accepted pricing models, counterparty prices or other methods they deem to be appropriate, including the use of internal proprietary
pricing models.
The Group periodically tests its valuations of Level 3 investments by performing back-testing. Back-testing involves the comparison of sales proceeds
of those investments to the most recent fair values reported and, if necessary, uses the \ufb01ndings to recalibrate its valuation procedures.
On a regular basis, the Group engages the services of a third-party valuation \ufb01rm, the Independent Valuer, to perform an independent review of the
valuation of the Group\u2019s Level 3 investments and the Group may adjust its valuations based on the recommendations from the Investment Manager\u2019s
Valuation Committee.
Translation of foreign currency
Assets and liabilities denominated in foreign currencies are translated into United States Dollar amounts at the year-end exchange rates. Transactions
denominated in foreign currencies, including purchases and sales of investments, and income and expenses, are translated into United States Dollar
amounts on the transaction date. Adjustments arising from foreign currency transactions are re\ufb02ected in the consolidated statement of\ue01foperations.
The Group does not isolate that portion of the results of operations arising from the e\ufb00ect of changes in foreign exchange rates on investments from
\ufb02uctuations arising from changes in market prices of investments held. Such \ufb02uctuations are included in net realised and change in unrealised gain/
(loss) on securities, derivatives and foreign currency transactions in the consolidated statement of operations.
Reported net realised gain/(loss) from foreign currency transactions arise from sales of foreign currencies; currency gains or losses realised between
the trade and settlement dates on securities transactions; and the di\ufb00erence between the amounts of dividends, interest, and foreign withholding
taxes recorded on the Group\u2019s books and the United States Dollar equivalent of the amounts actually received or paid.
Net change in unrealised gain/(loss) from foreign currency translation of assets and liabilities arises from changes in the fair values of assets
and liabilities, other than investments in securities at the end of the period, resulting from changes in exchange rates.
",
"dimensions": {
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"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory_E42_CY": {
"value": "Translation of foreign currency
Assets and liabilities denominated in foreign currencies are translated into United States Dollar amounts at the year-end exchange rates. Transactions
denominated in foreign currencies, including purchases and sales of investments, and income and expenses, are translated into United States Dollar
amounts on the transaction date. Adjustments arising from foreign currency transactions are re\ufb02ected in the consolidated statement of\ue01foperations.
",
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"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForInvestmentsOtherThanInvestmentsAccountedForUsingEquityMethodExplanatory_E61_CY": {
"value": "Investment transactions and related investment income
Investment transactions are accounted for on a trade date basis. Realised gains and losses on investment transactions have been calculated
on a speci\ufb01c identi\ufb01cation method.
Dividends are recorded on the ex-dividend date and interest is recognised on the accrual basis.
Withholding taxes on foreign dividends have been provided for in accordance with the Group\u2019s understanding of the applicable country\u2019s rules and rates.
",
"dimensions": {
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"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForOffsettingOfFinancialInstrumentsExplanatory_E70_CY": {
"value": "O\ufb00setting of amounts related to certain contracts
Amounts due from and to brokers are presented on a net basis, by counterparty, to the extent the Group has the legal right to o\ufb00set the recognised
amounts and intends to settle on a net basis.
The Group has elected not to o\ufb00set fair value amounts recognised for cash collateral receivables and payables against fair value amounts recognised for
derivative positions executed with the same counterparty under the same master netting arrangement. At 31 December 2022, the Group had cash collateral
receivables of $16,384,706 (31 December 2021: $12,228,870) (see Note 3) with derivative counterparties under the same master netting\ue01farrangement.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForOffsettingOfFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForIncomeTaxExplanatory_E52_CY": {
"value": "Income taxes
On 1 December 2022, the Company changed its status for US federal tax purposes from a publicly traded partnership (\u201cPTP\u201d) to a corporation. This
change by the Board was necessitated due to recent changes to US tax legislation that came into e\ufb00ect on 1 January 2023. Pursuant to this, the Company
established OpCo, a partnership for US federal tax purposes, to which the Company transferred its portfolio of assets and the attributable pro\ufb01ts and
losses. The Company, as a corporation, is expected to be treated as a Passive Foreign Investment Company (\u201cPFIC\u201d) for US federal tax purposes.
The Company and Subsidiary are exempt from taxation in Guernsey and are each charged an annual exemption fee of \u00a31,200. The Group will only be
liable to tax in Guernsey in respect of income arising or accruing from a Guernsey source, other than from a relevant bank deposit. It is not anticipated
that such Guernsey source taxable income will arise. The Group is managed so as not to be resident in the UK for UK tax purposes.
The Group recognises tax bene\ufb01ts of uncertain tax positions only where the position is more likely than not to be sustained assuming examination by
a tax authority based on the technical merits of the position. In evaluating whether a tax position has met the recognition threshold, the Group must
presume the position will be examined by the appropriate taxing authority and that taxing authority has full knowledge of all relevant information.
A tax position meeting the more likely than not recognition threshold is measured to determine the amount of bene\ufb01t to recognise in the Group\u2019s
consolidated \ufb01nancial statements. Income tax and related interest and penalties would be recognised as a tax expense in the consolidated statement
of operations if the tax position was deemed to meet the more likely than not threshold.
The Investment Manager has analysed the Group\u2019s tax positions and has concluded no liability for unrecognised tax bene\ufb01ts should be recorded
related to uncertain tax positions. Further, management is not aware of any tax positions for which it is reasonably possible the total amounts of
unrecognised tax bene\ufb01ts will signi\ufb01cantly change in the next twelve months.
The Company and OpCo each \ufb01le income tax returns in the US federal jurisdiction and, as applicable, in US state or local jurisdictions, or non-US
jurisdictions. Generally, the Group was subject to income tax examinations by major taxing authorities for each tax period since inception. Based on
its\ue01fanalysis, the Group determined that it had not incurred any liability for unrecognised tax bene\ufb01ts as of 31 December 2022 or 31 December 2021.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfAccountingJudgementsAndEstimatesExplanatory_D733878160_CY": {
"value": "Use of estimates
Preparing consolidated \ufb01nancial statements in accordance with US GAAP requires management to make estimates and assumptions in determining
the reported amounts of assets and liabilities, including the fair value of investments, and disclosure of contingent assets and liabilities as of the date
of the consolidated \ufb01nancial statements and the reported amounts of income and expenses during the reporting period. Actual results could di\ufb00er
from those estimates.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfNatureOfImpendingChangeInAccountingPolicy_D993660612_CY": {
"value": "New accounting pronouncements
In June 2022, the FASB issued ASU 2022-03, ASC Topic 820, \u201cFair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions\u201d.
The amendment clari\ufb01es that contractual sale restrictions should not be considered when measuring the equity security\u2019s fair value and prohibits an
entity from recognizing a contractual sale restriction as a separate unit of account. The amendments in this ASU are e\ufb00ective for the Group beginning
after December 15, 2024. Early adoption is permitted for both interim and annual \ufb01nancial statements that have not yet been issued or made available
for issuance. The Group does not expect this guidance to have a material impact on its consolidated \ufb01nancial statements and related disclosures.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfNatureOfImpendingChangeInAccountingPolicy",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfFairValueMeasurementExplanatory_E46_CY": {
"value": "2. Fair value measurements
The Group\u2019s assets and liabilities recorded at fair value have been categorised based upon a fair value hierarchy as described in the Group\u2019s signi\ufb01cant
accounting policies in Note 1.
The following table presents information about the Group\u2019s assets and liabilities measured at fair value as of 31 December 2022:
| Level 1 | Level 2 | Level 3 | | |
| | | | Investments | |
| | | | measured at net | |
| | | | asset value* | Tot al |
| Assets (at fair value) | | | | | |
| Investments in securities | | | | | |
| Common stocks | 225,817,734 | 534,871 | 3,364,557 | \u2013 | 229,717,162 |
| Convertible preferred stocks | 117,696 | \u2013 | 57,932,949 | \u2013 | 58,050,645 |
| American depository receipts | 38,230,091 | \u2013 | \u2013 | \u2013 | 38,230,091 |
| Investment in private investment companies | \u2013 | \u2013 | \u2013 | 14,074,846 | 14,074,846 |
| Convertible notes | \u2013 | \u2013 | 10,052,833 | \u2013 | 10,052,833 |
| Total investments in securities | 264,165,521 | 534,871 | 71,350,339 | 14,074,846 | 350,125,577 |
| Derivative contracts | | | | | |
| Equity swaps | \u2013 | 19,086,329 | \u2013 | \u2013 | 19,086,329 |
| Warrants | \u2013 | 1,904,409 | 476,911 | \u2013 | 2,381,320 |
| Total derivative contracts | \u2013 | 20,990,738 | 476,911 | | 21,467,649 |
| 264, | 165,521 | 21,525,609 | 71,827,250 | 14,074,846 | 371,593,226 |
| Liabilities (at fair value) | | | | | |
| Securities sold short | | | | | |
| Common stocks | 11,810,966 | 98,829 | \u2013 | \u2013 | 11,909,795 |
| American depository receipts | 528,539 | \u2013 | \u2013 | \u2013 | 528,539 |
| Total securities sold short | 12,339,505 | 98,829 | \u2013 | | 12,438,334 |
| Derivative contracts | | | | | |
| Equity swaps | \u2013 | 8,926,743 | \u2013 | \u2013 | 8,926,743 |
| Total derivative contracts | \u2013 | 8,926,743 | \u2013 | \u2013 | 8,926,743 |
| 12,339,505 | 9,025,572 | \u2013 | \u2013 | 21,365,077 |
* The Group\u2019s investment in private investment companies that are valued at their net asset value are not categorized within the fair value hierarchy.
The following table presents information about the Group\u2019s assets and liabilities measured at fair value as of 31 December 2021:
| Level 1 | Level 2 | Level 3 | | |
| | | | Investments | |
| | | | measured at net | |
| | | | asset value* | Tot al |
| Assets (at fair value) | | | | | |
| Investments in securities | | | | | |
| Common stocks | 249,490,511 | 16,001,524 | 1,943,967 | \u2013 | 267,436,002 |
| Convertible preferred stocks | 615,444 | \u2013 | 67,177,270 | \u2013 | 67,792,714 |
| Exchange traded funds | 32,097,322 | \u2013 | \u2013 | \u2013 | 32,097,322 |
| Investment in private investment companies | \u2013 | \u2013 | \u2013 | 23,082,522 | 23,082,522 |
| American depository receipts | 18,047,224 | \u2013 | \u2013 | \u2013 | 18,047,224 |
| Convertible bonds | \u2013 | \u2013 | 723,723 | \u2013 | 723,723 |
| Total investments in securities | 300,250,501 | 16,001,524 | 69,844,960 | 23,082,522 | 409,179,507 |
| Derivative contracts | | | | | |
| Equity swaps | \u2013 | 7,575,424 | \u2013 | \u2013 | 7,575,424 |
| Warrants | 6,576 | 3,267,566 | 134,008 | \u2013 | 3,408,150 |
| Total derivative contracts | 6,576 | 10,842,990 | 134,008 | \u2013 | 10,983,574 |
| 300,257,077 | 26,844,514 | 69,978,968 | 23,082,522 | 420,163,081 |
| Liabilities (at fair value) | | | | | |
| Securities sold short | | | | | |
| Common stocks | 8,844,744 | \u2013 | \u2013 | \u2013 | 8,844,744 |
| American depository receipts | 473,649 | \u2013 | \u2013 | \u2013 | 473,649 |
| Total securities sold short | 9,318,393 | \u2013 | \u2013 | \u2013 | 9,318,393 |
| Derivative contracts | | | | | |
| Equity swaps | \u2013 | 3,310,833 | \u2013 | \u2013 | 3,310,833 |
| Total derivative contracts | \u2013 | 3,310,833 | \u2013 | \u2013 | 3,310,833 |
| 9,318,393 | 3,310,833 | \u2013 | \u2013 | 12,629,226 |
* The Group\u2019s investment in private investment companies that are valued at their net asset value are not categorized within the fair value hierarchy.
Transfers between Levels 2 and 3 generally relate to whether signi\ufb01cant relevant observable inputs are available for the fair value measurements
in their entirety. See Note 1 for additional information related to the fair value hierarchy and valuation techniques and inputs. For the year ended
31\ue01fDecember 2022, the Group had net transfers into Level 2 of $4,555,194 from Level 3 due to conversion into publicly traded common stocks subject
to an unexpired 180-day lock-up as at 31 December 2022 (2021: $9,064,760) and transfers into Level 1 of $nil from Level 3 due to conversion into
publicly traded common stocks (2021: $20,330,984). Transfers between levels are deemed to occur at year end.
The following tables summarise the valuation techniques and signi\ufb01cant unobservable inputs used for the Group\u2019s investments that are categorised
within Level 3 of the fair value hierarchy as of 31 December 2022 and 31 December 2021:
| Fair value at | | | |
| 31 December 2022 | Valuation techniques | Signi\ufb01cant unobservable inputs | Range of inputs |
| Assets (at fair value) | | | | |
| Investments in securities | | | | |
| Convertible preferred stocks | 50,023,996 | Discounted cash \ufb02ow; | WACC | 13% \u2013 33% |
| | and/or market approach; | Revenue multiples | 2.8x \u2013 4.0x |
| | | Market step-up multiple | 0.7x \u2013 1.5x |
| | | Market rate of returns | -30% \u2013 20% |
| 7,908,953 | Price of most recent funding round | n/a | n/a |
| Convertible notes | 8,772,349 | Discounted cash \ufb02ow; | WACC | 13% |
| | and/or market approach; | Revenue multiples | 4.0x |
| | | Market step-up multiple | 0.7x \u2013 1.1x |
| | | Market rate of returns | 0% |
| 1,280,484 | Probability weighted expected | | |
| | return method (\u201cPWERM\u201d) | | |
| | | Market rate of returns | |
| | | Recovery rate | |
| | | | -30% |
| | | | 0% \u2013 50% |
| Common stocks | 1,208,299 | Discounted cash \ufb02ow; | WACC | 13% |
| | and/or market approach; | Revenue multiples | 0.2x \u2013 4x |
| | | Market step-up multiple | 0.7x \u2013 1.1x |
| | | Market rate of returns | -10% |
| 2,156,109 | PWERM | Probability of business | |
| | | combination | |
| | | | 95% |
| 149 | Price of most recent funding round | n/a | n/a |
| Total investments in securities | 71,350,339 | | | |
| Derivative contracts | | | | |
| Warrants | 315,589 | Discounted cash \ufb02ow; | WACC | 33% |
| | Market approach; | Revenue multiple | 4.0x |
| | and/or option pricing model | Market rate of returns | 10% |
| | | Expected volatility | 53% |
| 161,322 | PWERM | Expected volatility | 25% |
| Total derivative contracts | 476,911 | | | |
| Fair value at | | | |
| 31 December 2021 | Valuation techniques | Signi\ufb01cant unobservable inputs | Range of inputs |
| Assets (at fair value) | | | | |
| Investments in securities | | | | |
| Convertible preferred stocks | 60,740,530 | Discounted cash \ufb02ow; | WACC | 16% \u2013 38% |
| | Market approach; | Exit revenue multiple | 3.0x \u2013 4.0x |
| | and/or option pricing model | Expected volatility | 40% \u2013 135% |
| | | Market step-up multiple | 1.0x \u2013 1.8x |
| 6,436,740 | Price of most recent funding round | n/a | n/a |
| Common stocks | 844,280 | Market approach; | Expected volatility | 60% |
| | and/or option pricing model | Market step-up multiple | 1.1x \u2013 1.7x |
| 1,099,687 | Price of most recent funding round | n/a | n/a |
| Convertible bonds | 723,723 | Price of most recent funding round | n/a | n/a |
| Total investments in securities | 69,844,960 | | | |
| Derivative contracts | | | | |
| Warrants | 133,983 | Price of most recent funding round | n/a | n/a |
| 25 | Discounted cash \ufb02ow; | WACC | 38% |
| | Market approach; | Exit revenue multiple | 3.0x |
| | and/or option pricing model | Expected volatility | 45% |
| Total derivative contracts | 134,008 | | | |
The signi\ufb01cant unobservable inputs used in the fair value measurements of Level 3 common stock, convertible preferred stocks, convertible notes, and
warrants include, but are not limited to, WACC, revenue and/or earnings multiple, market rate of return, and expected volatility. Increases in the WACC
in isolation would result in a lower fair value for the security, and vice versa. Increases in multiples and/or market rate of returns in isolation would
result in a higher fair value of the security, and vice versa. A change in volatility in isolation could result in a higher or lower fair value for the security.
The table below presents additional information about Level 3 assets and liabilities measured at fair value. Both observable and unobservable inputs
may be used to determine the fair value of positions that the Group has classi\ufb01ed within the Level 3 category. As a result, the unrealised gains and
losses for assets and liabilities within the Level 3 category may include changes in fair value that were attributable to both observable and
unobservable inputs.
Changes in Level 3 assets and liabilities measured at fair value for the year ended 31 December 2022 were as follows:
| Balance beginning | | | | | | |
| 1 January 2022 | | | | | | |
| | Realised gains/ | | | | | |
| | (losses) | | | | | |
| | (a) | | | | | |
| | | Change in | | | | |
| | | Unrealised gains/ | | | | |
| | | (losses) | | | | |
| | | (a) | | | | |
| | | | Purchases | Sales | | |
| | | | | | Transfers into/ | |
| | | | | | (from) Level 3* | |
| | | | | | | Ending balance |
| | | | | | | 31 December 2022 |
| Assets (at fair value) | | | | | | | |
| Investments in securities | | | | | | | |
| Convertible preferred stocks | 67,177,270 | \u2013 | (17,555,053) | 12,142,203 | \u2013 | (3,831,471) | 57,932,949 |
| Common stocks | 1,943,967 | \u2013 | (664,647) | 2,085,237 | \u2013 | \u2013 | 3,364,557 |
| Convertible notes | \u2013 | \u2013 | 420,628 | 8,195,772 | \u2013 | 1,436,433 | 10,052,833 |
| Convertible bonds | 723,723 | \u2013 | \u2013 | 1,436,433 | \u2013 | (2,160,156) | \u2013 |
| Total investments in securities | 69,844,960 | \u2013 | (17,799,072) | 23,859,645 | \u2013 | (4,555,194) | 71,350,339 |
| Derivative contracts | | | | | | | |
| Warrants | 134,008 | \u2013 | 76,306 | 266,597 | \u2013 | \u2013 | 476,911 |
| Total derivative contracts | 134,008 | \u2013 | 76,306 | 266,597 | \u2013 | \u2013 | 476,911 |
* Includes conversion of convertible bonds into convertible preferred stock and convertible notes.
(a) Realised and unrealised gains and losses are included in net realised and change in unrealised gain/(loss) on investments, derivatives and foreign currency
transactions in the consolidated statement of operations.
Changes in Level 3 assets and liabilities measured at fair value for the year ended 31 December 2021 were as follows:
| Balance beginning | | | | | | |
| 1 January 2021 | | | | | | |
| | Realised gains/ | | | | | |
| | (losses) | | | | | |
| | | Change in | | | | |
| | | Unrealised gains/ | | | | |
| | | (losses) | Purchases | Sales | | |
| | | | | | Transfers into/ | |
| | | | | | (from) Level 3* | |
| | | | | | | Ending balance 31 |
| | | | | | | December 2021 |
| Assets (at fair value) | | | | | | | |
| Investments in securities | | | | | | | |
| Convertible preferred stocks | 38,161,752 | 1,440,394 | 13,226,721 | 46,075,180 | (2,331,033) | (29,395,744) | 67,177,270 |
| Common stocks | 9,087,381 | \u2013 | 502,587 | 564,688 | \u2013 | (8,210,689) | 1,943,967 |
| Convertible bonds | \u2013 | \u2013 | \u2013 | 723,723 | \u2013 | \u2013 | 723,723 |
| Total investments in securities | 47,249,133 | 1,440,394 | 13,729,308 | 47,363,591 | (2,331,033) | (37,606,433) | 69,844,960 |
| Derivative contracts | | | | | | | |
| Warrants | 133,983 | \u2013 | 1 | 24 | \u2013 | \u2013 | 134,008 |
| Total derivative contracts | 133,983 | \u2013 | 1 | 24 | \u2013 | \u2013 | 134,008 |
* Conversions of preferred stock into common stock.
Changes in Level 3 unrealised gains and losses during the year for assets still held at year end were as follows:
| 2022 | 2021 |
| Common stocks | (664,647) | 497,966 |
| Convertible notes | 420,628 | \u2013 |
| Convertible preferred stocks | (13,404,700) | 12,873,757 |
| Warrants | 76,306 | 1 |
| Change in unrealised gains and losses during the year for assets still held at year end | (13,572,413) | 13,371,724 |
Total realised gains and losses and unrealised gains and losses in the Group\u2019s investment in securities, derivative contracts and securities sold short
are made up of the following gain and loss elements:
| 2022 | 2021 |
| Realised gains | 47,604,728 | 54,163,408 |
| Realised losses | (41,995,983) | (14,532,072) |
| Net realised gain on securities, derivative contracts and securities sold short | 5,608,745 | 39,631,336 |
| 2022 | 2021 |
| Change in unrealised gains | 112,585,347 | 106,379,343 |
| Change in unrealised losses | (152,339,558) | (202,558,485) |
| Net change in unrealised gain/(loss) on securities, derivative contracts and securities sold short | (39,754,211) | (96,179,142) |
As at 31 December 2022 the Group had commitments (subject to completion of certain parameters) to certain investments totalling $2,544,486
(2021:\ue01f$2,358,325).
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfTradeAndOtherReceivablesExplanatory_E130_CY": {
"value": "3. Due to/from brokers
Due to/from brokers includes cash balances held with brokers and collateral on derivative transactions. Amounts due from brokers may
be restricted to the extent that they serve as deposits for securities sold short or cash posted as collateral for derivative contracts.
As at 31 December 2022, restricted cash with due from brokers totalled $22,195,456 (2021: $12,323,965). Included within due from brokers of
$5,810,750 (31 December 2021: $95,095) can be used for investment. The Group pledged cash collateral to counterparties to over-the-counter
derivative contracts of $16,384,706 (31 December 2021: $12,228,870) which is included in due from brokers.
In the normal course of business, substantially all of the Group\u2019s securities transactions, money balances, and security positions are transacted with
the Group\u2019s prime brokers and counterparties, Goldman Sachs & Co. LLC, Cowen Financial Products, LLC, UBS AG, Bank of America Merrill Lynch,
Morgan Stanley & Co. LLC, Je\ufb00ries & Co. and J.P. Morgan Securities, LLC. The Group is subject to credit risk to the extent any broker with which it
conducts business is unable to ful\ufb01l contractual obligations on its behalf. The Group\u2019s management monitors the \ufb01nancial condition of such brokers
and does not anticipate any losses from these counterparties.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfDerivativeFinancialInstrumentsExplanatory_E35_CY": {
"value": "4. Derivative contracts
In the normal course of business, the Group utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative
contracts are subject to additional risks that can result in a loss of all or part of an investment. The Group\u2019s derivative activities and exposure to
derivative contracts are classi\ufb01ed by the primary underlying risk, equity price risk and foreign currency exchange rate risk. In addition to its primary
underlying risk, the Group is also subject to additional counterparty risk due to the inability of its counterparties to meet the terms of their contracts.
Warrants
The Group may receive warrants from its portfolio companies upon an investment in the debt or equity of a portfolio company.
The warrants provide the Group with exposure and potential gains upon equity appreciation of the portfolio company\u2019s share price.
The value of a warrant has two components: time value and intrinsic value. A warrant has a limited life and expires on a certain date. As time to the
expiration date of a warrant approaches, the time value of a warrant will decline. In addition, if the stock underlying the warrant declines in price, the
intrinsic value of an \u201cin the money\u201d warrant will decline. Further, if the price of the stock underlying the warrant does not exceed the strike price of the
warrant on the expiration date, the warrant will expire worthless. As a result, there is the potential for the Group to lose its entire investment in a warrant.
The Group is exposed to counterparty risk from the potential failure of an issuer of warrants to settle its exercised warrants. The maximum risk of
loss from counterparty risk to the Group is the fair value of the contracts and the purchase price of the warrants. The Group considers the e\ufb00ects
of counterparty risk when determining the fair value of its investments in warrants.
Equity swap contracts
The Group is subject to equity price risk in the normal course of pursuing its investment objectives. The Group may enter into equity swap contracts
either to manage its exposure to the market or certain sectors of the market, or to create exposure to certain equities to which it is otherwise
not exposed.
Equity swap contracts involve the exchange by the Group and a counterparty of their respective commitments to pay or receive a net amount based
on the change in the fair value of a particular security or index and a speci\ufb01ed notional amount.
Volume of derivative activities
The Group considers the average month-end notional amounts during the year, categorised by primary underlying risk, to be representative of the
volume of its derivative activities during the year ended 31 December 2022:
| Primary underlying risk | | | | |
| 2022 | | 2021 | |
| Long exposure | Short exposure | Long exposure | Short exposure |
| Notional amounts | Notional amounts | Notional amounts | Notional amounts |
| Equity price | | | | |
| Equity swaps | 48,774,292 | 56,273,944 | 2,347,607 | 66,149,127 |
| Warrants | | | | |
| (a) | | | | |
| 4,024,470 | \u2013 | 9,031,998 | \u2013 |
| 52,798,762 | 56,273,944 | 11,379,605 | 66,149,127 |
(a) Notional amounts presented for warrants are based on the fair value of the underlying shares as if the warrants were exercised at each respective month end date.
Impact of derivatives on the consolidated statement of assets and liabilities and consolidated statement of operations
The following tables identify the fair value amounts of derivative instruments included in the consolidated statement of assets and liabilities as
derivative contracts, categorised by primary underlying risk, at 31 December 2022 and 31 December 2021. The following table also identi\ufb01es the gain
and loss amounts included in the consolidated statement of operations as net realised gain/(loss) on derivative contracts and net change in unrealised
gain/(loss) on derivative contracts, categorised by primary underlying risk, for the year ended 31 December 2022 and 31 December 2021.
| Primary underlying risk | | | | |
| | 2022 | | |
| Derivative assets | | | |
| | Derivative | | |
| | liabilities | | |
| | | Realised gain/ | |
| | | (loss) | |
| | | | Change in |
| | | | unrealised gain/ |
| | | | (loss) |
| Equity price | | | | |
| Equity swaps | 19,086,329 | 8,926,743 | (2,748,269) | 5,894,995 |
| Warrants | 2,381,320 | \u2013 | \u2013 | (1,293,427) |
| 21,467,649 | 8,926,743 | (2,748,269) | 4,601,568 |
| Primary underlying risk | | | | |
| | 2021 | | |
| Derivative assets | | | |
| | Derivative | | |
| | liabilities | | |
| | | Realised gain/ | |
| | | (loss) | |
| | | | Change in |
| | | | unrealised gain/ |
| | | | (loss) |
| Equity price | | | | |
| Equity swaps | 7,575,424 | 3,310,833 | (1,651,404) | 3,061,415 |
| Warrants | 3,408,150 | \u2013 | 2,443 | (125,397) |
| 10,983,574 | 3,310,833 | (1,648,961) | 2,936,018 |
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDerivativeFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfFinancialInstrumentsExplanatory_D205496289_CY": {
"value": "5. Securities lending agreements
The Group has entered into securities lending agreements with its prime brokers. From time to time, the prime brokers lend securities on the Group\u2019s
behalf. As of 31 December 2022 and 31 December 2021, no securities were loaned and no collateral was received.
7. Securities sold short
The Group is subject to certain inherent risks arising from its investing activities of selling securities short. The ultimate cost to the Group to acquire
these securities may exceed the liability re\ufb02ected in these consolidated \ufb01nancial statements.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfOffsettingOfFinancialAssetsAndFinancialLiabilitiesExplanatory_D200353749_CY": {
"value": "6. O\ufb00setting assets and liabilities
The Group is required to disclose the impact of o\ufb00setting assets and liabilities represented in the consolidated statement of assets and liabilities
to enable users of the consolidated \ufb01nancial statements to evaluate the e\ufb00ect or potential e\ufb00ect of netting arrangements on its \ufb01nancial position
for recognised assets and liabilities. These recognised assets and liabilities are \ufb01nancial instruments and derivative instruments that are either
subject to an enforceable master netting arrangement or similar agreement or meet the following right of seto\ufb00 criteria: the amounts owed by
the Group to another party are determinable, the Group has the right to o\ufb00set the amounts owed with the amounts owed by the other party,
the Group intends to o\ufb00set and the Group\u2019s right of seto\ufb00 is enforceable by law.
As of 31 December 2022 and 31 December 2021, the Group held \ufb01nancial instruments and derivative instruments that were eligible for o\ufb00set in
the consolidated statement of assets and liabilities and are subject to a master netting arrangement. The master netting arrangement allows
the counterparty to net applicable collateral held on behalf of the Group against applicable liabilities or payment obligations of the Group to the
counterparty. These arrangements also allow the counterparty to net any of its applicable liabilities or payment obligations they have to the Group
against any collateral sent to the Group.
As discussed in Note 1, the Group has elected not to o\ufb00set assets and liabilities in the consolidated statement of assets and liabilities. The
following table presents the potential e\ufb00ect of netting arrangements for asset derivative contracts presented in the consolidated statement
of assets and\ue01fliabilities:
| Description | | | | | | |
| Gross amounts of | | | | | |
| recognised assets | | | | | |
| | Gross amounts o\ufb00set | | | | |
| | in the consolidated | | | | |
| | statement of assets | | | | |
| | and liabilities | | | | |
| | | Gross amounts of | | | |
| | | recognised assets | | | |
| | | and liabilities | | | |
| | | | 31 December 2022 | | |
| | | | Gross amounts not o\ufb00set in the | | |
| | | | consolidated statement of | | |
| | | | assets and liabilities | | |
| | | | | | Net amount |
| | | | Financial | | |
| | | | instruments | | |
| | | | (a) | | |
| | | | | Cash collateral | |
| | | | | received | |
| | | | | (b) | |
| Equity swaps | | | | | | |
| Bank of America Merrill Lynch | 12,929,367 | \u2013 | 12,929,367 | (3,983,939) | \u2013 | 8,945,428 |
| Cowen Financial Products, LLC | 3,239,591 | \u2013 | 3,239,591 | (1,224,200) | \u2013 | 2,015,391 |
| Morgan Stanley & Co. LLC | 2,797,503 | \u2013 | 2,797,503 | (2,797,503) | \u2013 | \u2013 |
| Je\ufb00ries & Co. | 119,868 | \u2013 | 119,868 | (119,868) | \u2013 | \u2013 |
| 19,086,329 | \u2013 | 19,086,329 | (8,125,510) | \u2013 | 10,960,819 |
| Description | | | | | | |
| Gross amounts of | | | | | |
| recognised assets | | | | | |
| | Gross amounts o\ufb00set | | | | |
| | in the statement of | | | | |
| | assets and liabilities | | | | |
| | | Gross | | | |
| | | amounts of | | | |
| | | recognised | | | |
| | | assets and | | | |
| | | liabilities | | | |
| | | | 31 December 2021 | | |
| | | | Gross amounts not o\ufb00set in the | | |
| | | | statement of assets and liabilities | | |
| | | | | | Net amount |
| | | | Financial | | |
| | | | instruments | | |
| | | | (a) | | |
| | | | | Cash collateral | |
| | | | | received | |
| | | | | (b) | |
| Equity swaps | | | | | | |
| Cowen Financial Products, LLC | 5,777,357 | \u2013 | 5,777,357 | (1,532,754) | \u2013 | 4,244,603 |
| Bank of America Merrill Lynch | 1,396,737 | \u2013 | 1,396,737 | (1,190,091) | \u2013 | 206,646 |
| Morgan Stanley & Co. LLC | 306,560 | \u2013 | 306,560 | (77,393) | \u2013 | 229,167 |
| Je\ufb00ries & Co. | 78,710 | \u2013 | 78,710 | (78,710) | \u2013 | \u2013 |
| UBS AG | 16,060 | \u2013 | 16,060 | (16,060) | \u2013 | \u2013 |
| 7,575,424 | \u2013 | 7,575,424 | (2,895,008) | \u2013 | 4,680,416 |
(a) Amounts related to master netting agreements (e.g. ISDA), determined by the Group to be legally enforceable in the event of default and if certain other criteria
are met in accordance with applicable o\ufb00setting accounting guidance but were not o\ufb00set due to management\u2019s accounting policy election.
(b) Amounts related to master netting agreements and collateral agreements determined by the Group to be legally enforceable in the event of default, but certain
other criteria are not met in accordance with applicable o\ufb00setting accounting guidance. The collateral amounts may exceed the related net amounts of \ufb01nancial
assets and liabilities presented in the consolidated statement of assets and liabilities. If this is the case, the total amount reported is limited to the net amounts
of \ufb01nancial assets and liabilities with that counterparty.
The following tables present the potential e\ufb00ect of netting arrangements for liability derivative contracts presented in the consolidated statement
of assets and liabilities as of 31 December 2022 and 31 December 2021:
| Description | | | | | | |
| Gross amounts of | | | | | |
| recognised | | | | | |
| liabilities | | | | | |
| | Gross amounts o\ufb00set | | | | |
| | in the consolidated | | | | |
| | statement of assets | | | | |
| | and liabilities | | | | |
| | | Gross amounts of | | | |
| | | recognised | | | |
| | | liabilities | | | |
| | | | 31 December 2022 | | |
| | | | Gross amounts not o\ufb00set in the | | |
| | | | consolidated statement of | | |
| | | | assets and liabilities | | |
| | | | | | Net amount |
| | | | Financial | | |
| | | | instruments | | |
| | | | (a) | | |
| | | | | Cash collateral | |
| | | | | pledged | |
| | | | | (b) | |
| Equity swaps | | | | | | |
| Bank of America Merrill Lynch | 3,983,939 | \u2013 | 3,983,939 | (3,983,939) | \u2013 | \u2013 |
| Morgan Stanley & Co. LLC | 3,372,143 | \u2013 | 3,372,143 | (2,797,503) | (574,640) | \u2013 |
| Cowen Financial Products, LLC | 1,224,200 | \u2013 | 1,224,200 | (1,224,200) | \u2013 | \u2013 |
| Je\ufb00ries & Co. | 336,931 | \u2013 | 336,931 | (119,868) | (217,063) | \u2013 |
| UBS AG | 9,530 | \u2013 | 9,530 | \u2013 | (9,530) | \u2013 |
| 8,926,743 | \u2013 | 8,926,743 | (8,125,510) | (801,233) | \u2013 |
| Description | | | | | | |
| Gross amounts of | | | | | |
| recognised | | | | | |
| liabilities | | | | | |
| | Gross amounts o\ufb00set | | | | |
| | in the statement of | | | | |
| | assets and liabilities | | | | |
| | | Gross amounts of | | | |
| | | recognised | | | |
| | | liabilities | | | |
| | | | 31 December 2021 | | |
| | | | Gross amounts not o\ufb00set in the | | |
| | | | statement of assets and liabilities | | |
| | | | | | Net amount |
| | | | Financial | | |
| | | | instruments | | |
| | | | (a) | | |
| | | | | Cash collateral | |
| | | | | pledged | |
| | | | | (b) | |
| Equity swaps | | | | | | |
| Cowen Financial Products, LLC | 1,532,754 | \u2013 | 1,532,754 | (1,532,754) | \u2013 | \u2013 |
| Bank of America Merrill Lynch | 1,190,091 | \u2013 | 1,190,091 | (1,190,091) | \u2013 | \u2013 |
| Je\ufb00ries & Co. | 406,977 | \u2013 | 406,977 | (78,710) | (328,267) | \u2013 |
| UBS AG | 103,618 | \u2013 | 103,618 | (16,060) | (87,558) | \u2013 |
| Morgan Stanley & Co. LLC | 77,393 | \u2013 | 77,393 | (77,393) | \u2013 | \u2013 |
| 3,310,833 | \u2013 | 3,310,833 | (2,895,008) | (415,825) | \u2013 |
(a) Amounts related to master netting agreements (e.g. ISDA), determined by the Group to be legally enforceable in the event of default and if certain other criteria
are met in accordance with applicable o\ufb00setting accounting guidance but were not o\ufb00set due to management\u2019s accounting policy election.
(b) Amounts related to master netting agreements and collateral agreements determined by the Group to be legally enforceable in the event of default, but certain other criteria are
not met in accordance with applicable o\ufb00setting accounting guidance. The collateral amounts may exceed the related net amounts of \ufb01nancial assets and liabilities presented in the
consolidated statement of assets and liabilities. If this is the case, the total amount reported is limited to the net amounts of \ufb01nancial assets and liabilities with that counterparty.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfOffsettingOfFinancialAssetsAndFinancialLiabilitiesExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfFinancialRiskManagementExplanatory_E58_CY": {
"value": "8. Risk factors
Some underlying investments may be deemed to be highly speculative investments and are not intended as a complete investment program. The
Group is designed only for sophisticated persons who are able to bear the economic risk of the loss of their entire investment in the Group and who
have a limited need for liquidity in their investment. The following risks are applicable to the Group:
Market risk
Certain events particular to each market in which Portfolio Companies conduct operations, as well as general economic and political conditions, may
have a signi\ufb01cant negative impact on the operations and pro\ufb01tability of the Group\u2019s investments and/or on the fair value of the Group\u2019s investments.
Such events are beyond the Group\u2019s control, and the likelihood they may occur and the e\ufb00ect on the Group cannot be predicted. The Group intends
to mitigate market risk generally by investing in LifeSci Companies in various geographies.
Portfolio Company products are subject to regulatory approvals and actions with new drugs, medical devices and procedures being subject to
extensive regulatory scrutiny before approval, and approvals can be revoked.
The market value of the Group\u2019s holdings in public Portfolio Companies could be a\ufb00ected by a number of factors, including, but not limited to: a change
in sentiment in the market regarding the public Portfolio Companies, the market\u2019s appetite for speci\ufb01c asset classes; and the \ufb01nancial or operational
performance of the public Portfolio Companies.
The size of investments in public Portfolio Companies or involvement in management may trigger restrictions on buying or selling securities. Laws
and regulations relating to takeovers and inside information may restrict the ability of the Group to carry out transactions, or there may be delays
or disclosure requirements before transactions can be completed.
Equity prices and returns from investing in equity markets are sensitive to various factors, including but not limited to: expectations of future
dividends and pro\ufb01ts; economic growth; exchange rates; interest rates; and in\ufb02ation.
Biotech/healthcare companies
The Portfolio Companies are biotechnology companies. Biotech companies are generally subject to greater governmental regulation than other
industries at both the state and federal levels. Changes in governmental policies may have a material e\ufb00ect on the demand for or costs of certain
products and services.
Any failure by a Portfolio Company to develop new technologies or to accurately evaluate the technical or commercial prospects of new technologies
could result in it failing to achieve a growth in value and this could have a material adverse e\ufb00ect on the Group\u2019s \ufb01nancial condition.
Portfolio Companies may not successfully translate promising scienti\ufb01c theory into a commercially viable business opportunity. Further, the Portfolio
Companies\u2019 therapies in development may fail clinical trials and therefore no longer be viable.
Portfolio Company products are subject to intense competition and there are many factors that will a\ufb00ect whether the new therapies released by the
Portfolio Companies gain market share against competitors and existing therapies.
Portfolio Companies may be newer small and mid-size LifeSci Companies. These companies may be more volatile and have less experience and fewer
resources than more established companies.
Concentration risk
The Group may not make an investment or a series of investments in a Portfolio Company that result in the Group\u2019s aggregate investment in such
Portfolio Company exceeding 15 per cent. of the Group\u2019s gross assets, save for Rocket for which the limit is 25 per cent. as stated in the Group\u2019s
prospectus. Each of these investment restrictions will be calculated as at the time of investment. As such, it is possible that the Group\u2019s portfolio
may be concentrated at any given point in time, potentially with more than 15 per cent. of gross assets held in one Portfolio Company as Portfolio
Companies increase or decrease in value following such initial investment. The Group\u2019s portfolio of investments may also lack diversi\ufb01cation among
LifeSci Companies and related investments.
Concentration of credit risk
In the normal course of business, the Group maintains its cash balances in \ufb01nancial institutions, which at times may exceed US federal or UK insured
limits, as applicable. The Group is subject to credit risk to the extent any \ufb01nancial institution with which it conducts business is unable to ful\ufb01l
contractual obligations on its behalf. Management monitors the \ufb01nancial condition of such \ufb01nancial institutions and does not anticipate any losses
from these counterparties.
Counterparty risk
The Group invests in equity swaps and takes the risk of non-performance by the other party to the contract. This risk may include credit risk of the
counterparty, the risk of settlement default, and generally, the risk of the inability of counterparties to perform with respect to transactions, whether
due to insolvency, bankruptcy or other causes.
In an e\ufb00ort to mitigate such risks, the Group will attempt to limit its transactions to counterparties which are established, well capitalised and
creditworthy.
Liquidity risk
Liquidity risk is the risk that the Group cannot meet its \ufb01nancial commitments as they fall due.\ue01fThe Group\u2019s unquoted investments may have limited
or no secondary market liquidity so the Investment Manager maintains a su\ufb03cient balance of cash and market quoted securities which can be sold if
needed to meet its commitments.
The Group\u2019s investments in quoted securities may also be subject to sale restrictions on listing and when the Investment Manager is subject to close
periods or privy to con\ufb01dential information by virtue of their active involvement in the management of portfolio companies.
Derivative transactions may not be liquid in all circumstances, such that in volatile markets it may not be possible to close out a position without
incurring a loss. The illiquidity of the derivatives markets may be due to various factors, including congestion, disorderly markets, limitations on
deliverable supplies, the participation of speculators, government regulation and intervention, and technical and operational or system failures.
Foreign exchange risk
The Group will make investments in various jurisdictions in a number of currencies and will be exposed to the risk of currency \ufb02uctuations that may
materially adversely a\ufb00ect, amongst other things, the value of the Portfolio Company or the Group\u2019s investment in such Portfolio Company, or any
distributions received from the Portfolio Company. Under its investment policy, the Group does not intend to enter into any securities or \ufb01nancially
engineered products designed to hedge portfolio exposure or mitigate portfolio risk as a core part of its investment strategy.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfMarketRiskExplanatory_E91_CY": {
"value": "Market risk
Certain events particular to each market in which Portfolio Companies conduct operations, as well as general economic and political conditions, may
have a signi\ufb01cant negative impact on the operations and pro\ufb01tability of the Group\u2019s investments and/or on the fair value of the Group\u2019s investments.
Such events are beyond the Group\u2019s control, and the likelihood they may occur and the e\ufb00ect on the Group cannot be predicted. The Group intends
to mitigate market risk generally by investing in LifeSci Companies in various geographies.
Portfolio Company products are subject to regulatory approvals and actions with new drugs, medical devices and procedures being subject to
extensive regulatory scrutiny before approval, and approvals can be revoked.
The market value of the Group\u2019s holdings in public Portfolio Companies could be a\ufb00ected by a number of factors, including, but not limited to: a change
in sentiment in the market regarding the public Portfolio Companies, the market\u2019s appetite for speci\ufb01c asset classes; and the \ufb01nancial or operational
performance of the public Portfolio Companies.
The size of investments in public Portfolio Companies or involvement in management may trigger restrictions on buying or selling securities. Laws
and regulations relating to takeovers and inside information may restrict the ability of the Group to carry out transactions, or there may be delays
or disclosure requirements before transactions can be completed.
Equity prices and returns from investing in equity markets are sensitive to various factors, including but not limited to: expectations of future
dividends and pro\ufb01ts; economic growth; exchange rates; interest rates; and in\ufb02ation.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfMarketRiskExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfCreditRiskExplanatory_E27_CY": {
"value": "Concentration of credit risk
In the normal course of business, the Group maintains its cash balances in \ufb01nancial institutions, which at times may exceed US federal or UK insured
limits, as applicable. The Group is subject to credit risk to the extent any \ufb01nancial institution with which it conducts business is unable to ful\ufb01l
contractual obligations on its behalf. Management monitors the \ufb01nancial condition of such \ufb01nancial institutions and does not anticipate any losses
from these counterparties.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCreditRiskExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfLiquidityRiskExplanatory_E88_CY": {
"value": "Liquidity risk
Liquidity risk is the risk that the Group cannot meet its \ufb01nancial commitments as they fall due.\ue01fThe Group\u2019s unquoted investments may have limited
or no secondary market liquidity so the Investment Manager maintains a su\ufb03cient balance of cash and market quoted securities which can be sold if
needed to meet its commitments.
The Group\u2019s investments in quoted securities may also be subject to sale restrictions on listing and when the Investment Manager is subject to close
periods or privy to con\ufb01dential information by virtue of their active involvement in the management of portfolio companies.
Derivative transactions may not be liquid in all circumstances, such that in volatile markets it may not be possible to close out a position without
incurring a loss. The illiquidity of the derivatives markets may be due to various factors, including congestion, disorderly markets, limitations on
deliverable supplies, the participation of speculators, government regulation and intervention, and technical and operational or system failures.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfEffectOfChangesInForeignExchangeRatesExplanatory_E39_CY": {
"value": "Foreign exchange risk
The Group will make investments in various jurisdictions in a number of currencies and will be exposed to the risk of currency \ufb02uctuations that may
materially adversely a\ufb00ect, amongst other things, the value of the Portfolio Company or the Group\u2019s investment in such Portfolio Company, or any
distributions received from the Portfolio Company. Under its investment policy, the Group does not intend to enter into any securities or \ufb01nancially
engineered products designed to hedge portfolio exposure or mitigate portfolio risk as a core part of its investment strategy.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEffectOfChangesInForeignExchangeRatesExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfClassesOfShareCapitalExplanatory_D519256023_CY": {
"value": "9. Share capital
During the year ended 31 December 2022 the Company did not issue any Ordinary Shares:
| 2022 | 2021 |
| Number of | |
| Ordinary Shares | |
| | Number of |
| | Ordinary Shares |
| As at 1 January | 212,389,138 | 191,515,735 |
| Issuance of Ordinary Shares | \u2013 | 20,873,403 |
| As at 31 December | 212,389,138 | 212,389,138 |
Ordinary Shares carry the right to receive all income of the Company attributable to the Ordinary Shares and to participate in any distribution of\ue01fsuch
income made by the Company. Such income shall be divided pari passu among the holders of Ordinary Shares in proportion to the number of Ordinary
Shares held by them.
Ordinary Shares shall carry the right to receive notice of and attend and vote at any general meeting of the Company, and at any such meeting on a
show of hands, every holder of Ordinary Shares present in person (includes present by attorney or by proxy or, in the case of a corporate member, by duly
authorised corporate representative) and entitled to vote shall have one vote, and on a poll, subject to any special voting powers or restrictions, every
holder of Ordinary Shares present in person or by proxy shall be entitled to one vote for each Ordinary Share, or fraction of an Ordinary Share, held.
On 1 December 2022, the Performance Allocation Share held by RTW Venture Performance LP was surrendered in exchange for a New Performance
Allocation Share issued by the Subsidiary. The New Performance Allocation Share issued by the Subsidiary has identical terms to the original
Performance Allocation Share issued by the Company. From 1 December 2022, the Performance Allocation Amount will now be allocated at the
Subsidiary level, and is presented in the Group\u2019s \ufb01nancial statements as part of the Non-Controlling Interest. The sole New Performance Allocation
Share is held by RTW Venture Performance LP. As at 31 December 2022, there were no Performance Allocation Shares of the Company in issue
(31\ue01fDecember 2021: one) and one New Performance Allocation Share of the Subsidiary in issue (31 December 2021: nil).
New Performance Allocation Shares of the Subsidiary carry the right to receive, and participate in, any dividends or other distributions of the
Subsidiary available for dividend or distribution. New Performance Allocation Shares are not entitled to receive notice of, to attend or to vote at
general meetings of the Company or the Subsidiary.
For all share classes, subject to compliance with the solvency test set out in the Companies Law, the Board may declare and pay such annual or
interim dividends and distributions as appear to be justi\ufb01ed by the position of the Group. The Board may, in relation to any dividend or distribution,
direct that the dividend or distribution shall be satis\ufb01ed wholly or partly by the distribution of assets, and in particular of paid-up shares or reserves
of any nature as approved by the Group.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfClassesOfShareCapitalExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfTransactionsWithRelatedParty_D602754440_CY": {
"value": "10. Related party transactions
Management Fee
The Investment Manager receives a monthly management fee, in advance, as of the beginning of each month in an amount equal to 0.104% (1.25% per
annum) of the net assets of the Group (the \u201cManagement Fee\u201d). For purposes of determining the Management Fee, private investments will be valued
at the fair value. The Management Fee will be prorated for any period that is less than a full month. The Management Fees charged for the year ended
31 December 2022 amounted to $3,751,464 (31 December 2021: $4,813,854) of which $nil (31 December 2021: $nil) was outstanding at the year end.
Performance Allocation
The Performance Allocation Share held by RTW Venture Performance LP was surrendered in exchange for a New Performance Allocation Share
issued by the Subsidiary. The New Performance Allocation Share issued by the Subsidiary has identical terms to the original Performance Allocation
Share issued by the Company.
In respect of each Performance Allocation Period, the Performance Allocation Amount shall be allocated at the Subsidiary level and disclosed on the
Group\u2019s \ufb01nancial statements within the Non-Controlling Interest, subject to the satisfaction of a hurdle condition.
The Performance Allocation Amount relating to the Performance Allocation Period, which is calculated solely at the Subsidiary, is an amount equal to:
((A-B) x C) x 20 per cent.
where:
A is the Adjusted Net Asset Value per Ordinary Share on the Calculation Date, adjusted by:
adding back (i) the total net Distributions (if any) per Ordinary Share (whether paid, or declared but not yet paid) during the Performance
Allocation Period; and (ii) any accrual for the Performance Allocation for the current Performance Allocation Period re\ufb02ected in the Net Asset
Value per Ordinary Share; and deducting any accretion in the Net Asset Value per Ordinary Share resulting from either the issuance of Ordinary
Shares at a premium or the repurchase or redemption of Ordinary Shares at a discount during the Performance Allocation Period;
B is the Adjusted Net Asset Value per Ordinary Share at the start of the Performance Allocation Period; and
C is the time weighted average number of Ordinary Shares in issue during the Performance Allocation Period.
The Hurdle Amount represents an 8 per cent. annualised compounded rate of return in respect of the Adjusted Net Asset Value per Ordinary Share
from the start of the initial Performance Allocation Period through the then current Performance Allocation Period.
The Performance Allocation Share Class can elect to receive the Performance Allocation Amount in Ordinary Shares; cash; or a mixture of the two,
subject to a minimum 50% as Ordinary Shares. The Performance Allocation Share Class entered into a letter agreement dated 21 April 2020,
pursuant to which the Performance Allocation Share Class agreed to defer distributions of Ordinary Shares that would otherwise be distributed to
the Performance Allocation Share Class no later than 30 business days after the publication of the Group\u2019s audited annual consolidated \ufb01nancial
statements. Under that letter agreement, such Ordinary Shares shall be distributed to the Performance Allocation Share Class at such time or times
as determined by the Boards of Directors of the Group.
The Group will increase or decrease the amount owed to the Performance Allocation Share Class based on its investment exposure to the Group\u2019s
performance had such Performance Ordinary Shares been so issued. The Performance Allocation Amount for the year ended 31 December 2022
includes the residual, undistributed Performance Allocation Amounts from prior years that were previously converted into a total of 14,228,208
Notional Ordinary Shares. These Notional Ordinary Shares are subject to market risk alongside the Ordinary Shares and incurred a mark to market
loss of $2,476,036 in 2022 (2021: notional loss of $3,559,670), which is included in Performance Allocation within the Consolidated Statement of
Changes in Net Assets. There was no reallocation of uncrystallized performance allocation back to Ordinary Shareholders related to the Group\u2019s
performance in the period.
Until the Group makes a distribution of Ordinary Shares to the Performance Allocation Share Class, the Group will have an unsecured discretionary
obligation to make such distribution at such time or times as the Board of Directors of the Group determines. RTW Venture Performance LP has
agreed to the deferral of the distributions of the Subsidiary\u2019s Ordinary Shares in connection with its own tax planning. The Group does not believe that
the deferral of such distributions to the Performance Allocation Share Class will have any negative e\ufb00ects on holders of the Company\u2019s Ordinary Shares.
The Investment Manager is a member of the Performance Allocation Share Class and will therefore receive a proportion of the Performance Allocation
Amount. For the year ended 31 December 2022, the Board did not approve a cash distribution to the Performance Allocation Share Class (31 December
2021: $4,974,920). At the year end the Performance Allocation Share Class of the Subsidiary is re\ufb02ected within the Non-Controlling Interest balance of
$21,844,468 and was captured within the Performance Allocation Share Class of the Company at 31 December 2021 with a balance of $24,320,504.
The Investment Manager is also refunded any research costs incurred on behalf of the Group.
One of the Directors of the Group, Stephanie Sirota, is also a partner and the Chief Business O\ufb03cer of the Investment Manager. The following table
represents the number of related parties served on the boards of directors of investments held by the Group during the year ended 31 December
2022 and 31 December 2021:
| Investments | Partners | Employees |
| Rocket | Two | |
| (a) | |
| | One |
| HSAC2 Holdings II | Two | |
| (a) | |
| | One |
| Ji Xing | Two | |
| (a) | |
| | One |
| Yarrow Biotechnology | Two | |
| (b) | |
| | One |
(a) Roderick Wong, Naveen Yalamanchi
(b) Roderick Wong, Peter Fong
As at 31 December 2022, the number of Ordinary Shares held by each Director was as follows:
| 2022 | 2021 |
| Number of | |
| Ordinary Shares | |
| | Number of |
| | Ordinary Shares |
| William Simpson | 200,000 | 150,000 |
| Paul Le Page | 128,000 | 103,000 |
| William Scott | 305,003 | 150,000 |
| Stephanie Sirota | 1,010,000 | 1,000,000 |
All Directors added to their holdings during the year by purchasing Ordinary Shares in the secondary market.
Roderick Wong is a major shareholder and also a member of the Investment Manager. As at 31 December 2022, he held 29,593,872 Ordinary Shares
in the Group (13.93% of the Ordinary Shares in issue) (31 December 2021: 29,218,773, 13.76% of the Ordinary Shares in issue).
The total Directors\u2019 fees expense for the year amounted to $176,722 (31 December 2021: $214,353) of which $48,281 was outstanding at 31 December
2022 (31 December 2021: $52,761) and is included within accrued expenses.
All of the Directors of the Company were also appointed as directors of the Subsidiary on its incorporation on 23 November 2022.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfTransactionsWithRelatedParty",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfGeneralAndAdministrativeExpenseExplanatory_E60_CY": {
"value": "11. Administrative services
Elysium Fund Management Limited (\u201cEFML\u201d) serves as Administrator to the Group, providing administration, corporate secretarial, corporate
governance and compliance services. Morgan Stanley Fund Services USA LLC (\u201cMSFS\u201d) serves as the Group\u2019s Sub-Administrator.
During the year ended 31 December 2022, EFML and MSFS charged administration fees of $93,469 and $218,534 respectively (31 December 2021:
EFML charged $107,767 and MSFS charged $223,067) of which $6,484 and $91,099 (31 December 2021: EFML $8,396, MSFS $76,053) was outstanding
at 31 December 2022, and is included within accrued expenses.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGeneralAndAdministrativeExpenseExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfDetailedInformationAboutFinancialInstrumentsExplanatory_D24511469_CY": {
"value": "12. Financial highlights
Financial highlights for the year ended 31 December 2022 and 31 December 2021 are as follows:
| 2022 | 2021 |
| Per Ordinary Share operating performance | | |
| Net Asset Value, beginning of year | $ 1.71 | $ 1.96 |
| Issuance of Ordinary Shares | \u2013 | 0.02 |
| Income from investments | | |
| Net investment income/(loss) | (0.02) | (0.04) |
| Net realised and unrealised gain/(loss) on investments, derivatives and foreign currency transactions | (0.15) | (0.23) |
| Total from investment operations | (0.17) | (0.27) |
| Net Asset Value, end of year | $ 1.54 | $ 1.71 |
| Total return | | |
| Total return before Performance Allocation | (10.18)% | (15.35)% |
| Performance Allocation (excluding mark to market) | - % | 2.58 % |
| Total return after Performance Allocation | (10.18)% | (12.77)% |
| Ratios to average net assets* | | |
| Expenses | 2.47% | 2.22 % |
| Performance Allocation | (1.44)% | (2.11)% |
| Expenses and Performance Allocation | 1.03% | 0.11 % |
| Net investment income/(loss) | (1.75)% | (2.04)% |
| NAV total return for the year | (10.18)% | (15.35)% |
* Ratios are not annualised.
Financial highlights are calculated for Ordinary Shares. An individual shareholder\u2019s \ufb01nancial highlights may vary based on participation in new issues,
di\ufb00erent Performance Allocation arrangements, and the timing of capital share transactions. Net investment income/loss does not re\ufb02ect the e\ufb00ects
of the Performance Allocation.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDetailedInformationAboutFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_rtw_DisclosureOfFinancialHighlightsExplanatory_D1287905905_CY": {
"value": "12. Financial highlights
Financial highlights for the year ended 31 December 2022 and 31 December 2021 are as follows:
| 2022 | 2021 |
| Per Ordinary Share operating performance | | |
| Net Asset Value, beginning of year | $ 1.71 | $ 1.96 |
| Issuance of Ordinary Shares | \u2013 | 0.02 |
| Income from investments | | |
| Net investment income/(loss) | (0.02) | (0.04) |
| Net realised and unrealised gain/(loss) on investments, derivatives and foreign currency transactions | (0.15) | (0.23) |
| Total from investment operations | (0.17) | (0.27) |
| Net Asset Value, end of year | $ 1.54 | $ 1.71 |
| Total return | | |
| Total return before Performance Allocation | (10.18)% | (15.35)% |
| Performance Allocation (excluding mark to market) | - % | 2.58 % |
| Total return after Performance Allocation | (10.18)% | (12.77)% |
| Ratios to average net assets* | | |
| Expenses | 2.47% | 2.22 % |
| Performance Allocation | (1.44)% | (2.11)% |
| Expenses and Performance Allocation | 1.03% | 0.11 % |
| Net investment income/(loss) | (1.75)% | (2.04)% |
| NAV total return for the year | (10.18)% | (15.35)% |
* Ratios are not annualised.
Financial highlights are calculated for Ordinary Shares. An individual shareholder\u2019s \ufb01nancial highlights may vary based on participation in new issues,
di\ufb00erent Performance Allocation arrangements, and the timing of capital share transactions. Net investment income/loss does not re\ufb02ect the e\ufb00ects
of the Performance Allocation.
",
"dimensions": {
"concept": "rtw:DisclosureOfFinancialHighlightsExplanatory",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_ExplanationOfMaterialEventsSubsequentToEndOfInterimPeriodThatHaveNotBeenReflected_D1097088810_CY": {
"value": "13. Subsequent events
These consolidated \ufb01nancial statements were approved by the Board of Directors on 30 March 2023. Subsequent events have been evaluated through
this date.
",
"dimensions": {
"concept": "ifrs-full:ExplanationOfMaterialEventsSubsequentToEndOfInterimPeriodThatHaveNotBeenReflected",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities_E10_CY": {
"value": "The Group seeks to achieve positive absolute performance
and superior long-term capital appreciation, with a focus on
forming, building, and supporting world-class life sciences,
biopharmaceutical and medical technology companies. It
intends to create a diversi\ufb01ed portfolio of investments
across a range of businesses, each pursuing the development
of superior pharmacological or medical therapeutic assets to
enhance the quality of life and/or extend patient life.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_AddressOfRegisteredOfficeOfEntity_E8_CY": {
"value": "1st Floor, Royal Chambers
St Julian\u2019s Avenue
St Peter Port
Guernsey
GY1 3JX
",
"dimensions": {
"concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity",
"language": "en",
"entity": "scheme:549300Q7EXQQH6KF7Z84",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
}
}
}