ARIX BIOSCIENCE PLC As at 30 June 2021, the below subsidiary was measured at Fair Value through profit and loss in line with investment entity provisions as per IFRS 10:
Company Country Registered Address Issued Share Net Assets / Profit / Date of Financial
Capital Held (Liabilities) (Loss) Information
Twelve Bio Denmark Ole Maaloes Vej 3, 2200 49.0% N/A N/A Not publicly
Aps Copenhagen, Denmark available The Group considers the above entity to be under its control as at 30 June 2021 as employees of the Group hold two of Twelve Bio's four director seats, including the position of chairman, who has the deciding vote in any tied board vote. The Group has the right to variable returns from its investment and had the power to affect these returns through its position on the board.
31 Investment Realisations Change in FX 30 June Equity Funding Equity Interest
December in Period in Period Valuation Movement 2021 Interest Committed, Not When Fully
2020 Value £m £m £m Value % Yet Invested Committed
£m £m £m £m %
Amplyx 4.7 - (5.2) 1.8 (0.1) 1.2 - - -
Artios 19.0 - - - - 19.0 12.4% - 12.4%
Atox Bio 5.9 - - (4.1) - 1.8 6.4% - 6.4%
Aura 8.8 1.8 - 1.2 (0.1) 11.7 5.6% - 5.6%
Autolus 21.9 - (14.0) (4.9) (0.4) 2.6 0.8% - 0.8%
Depixus 4.2 2.4 - 1.6 (0.2) 8.0 21.4% - 21.4%
GenSight 7.1 7.4 (1.9) 1.7 (0.5) 13.8 4.4% - 4.4%
Harpoon 26.9 1.1 (1.7) (3.9) (0.4) 22.0 6.7% - 6.7%
Imara 22.2 - (4.0) (12.3) (0.1) 5.8 5.7% - 5.7%
LogicBio 16.1 0.5 - (6.8) (0.3) 9.5 9.3% - 9.3%
Pyxis - 10.8 - - - 10.8 5.6% - 5.6%
Oncology
Quench Bio 8.0 - - (7.5) (0.2) 0.3 25.0% - 25.0%
STipe 2.0 1.0 - - (0.1) 2.9 17.8% 2.0 20.0%
Therapeutics
Twelve Bio 1.4 2.1 - - (0.1) 3.4 49.0% - 49.0%
VelosBio 2.2 - (2.5) 0.3 - - - - -
Legacy Assets 1.7 0.5 (2.7) 3.0 (0.1) 2.4 N/A - N/A
GROSS
PORTFOLIO 152.1 27.6 (32.0) (29.9) (2.6) 115.2 - 2.0 -
VALUE
Other 2.3 - - - - 2.3 N/A - N/A
Investments
TOTAL 154.4 27.6 (32.0) (29.9) (2.6) 117.5 - 2.0 -
INVESTMENTS Equity interest presented is the fully diluted percentage for private companies; for public companies, this is based on shares outstanding per each company's most recent public filing 10. Taxation
Half Year to 30 June 2021 Half Year to 30 June 2020
(unaudited) (unaudited)
£'000 £'000
Current period tax charge
Current Tax - -
Deferred tax - current year - -
Deferred tax - effects of change in tax rate - -
Adjustment in respect of previous periods - -
Total tax charge - -
Reconciliation of tax charge
(Loss) /profit before tax (38,459) 48,964
Expected tax based on 19.00% (7,307) 9,303
Effects of:
Adjustments in respect of prior years - -
Expenses not deductible for tax purposes 6,494 16
Income not taxable 270 (111)
Investment revaluation (340) (5,165)
Losses (1,120) (2,137)
Employee share options 517 104
Deferred tax not recognised 1,486 (2,010)
Total tax charge/(credit) - -
Unrecognised deferred tax (assets)/liabilities
Unutilised tax losses (10,560) -
Priority profit share outstanding (2,945) -
Other timing differences (607) -
Carried forward (14,112) - 11. Share Capital
As at 30 June 2021 As at 31
Dec 2020
Allotted and called up
Ordinary shares of £0.00001 each (#) 131,279,800 135,609,653
Ordinary shares of £0.00001 each (£'000) 1 1
49,671 Series C shares of £1 each (£'000) 50 50 During the period, the Group purchased 4,329,853 ordinary Shares on-market, these shares are now held as treasury shares. The buyback programme commenced on 22 March 2021, following approval by the Arix board of directors, under authority granted by shareholders at the Company's Annual General Meeting on 4 June 2020. The shares were acquired at an average cost of £1.86, with prices ranging from £1.74 to £1.95. The total cost of £8,139,203, including £56,647 of directly attributable transaction costs, has been deducted from ordinary shareholder equity. 12. Share Options
Executive Share Option Plan
On 8 February 2016, options were granted pursuant to the Executive Share Option Plan to two directors at an exercise price of £1.80 per ordinary share. The number of ordinary shares subject to the options are the requisite number of ordinary shares as represents 5.43% of the fully diluted ordinary share capital of the Company immediately following the end of the Company's stabilisation period following admission to the London Stock Exchange. Restricted shares with similar terms were awarded to the founders of the Company constituting 5.00% of the issued share capital of the Company after admission. As such, the number of options granted for both management and founders was confirmed on 20 March 2017. All conditions are unchanged from those disclosed in the 31 December 2020 financial statements.
Executive Incentive Plan
On 22 February 2017, nil cost options were granted pursuant to the Executive Incentive Plan to certain directors and members of staff. The options vested on 22 February 2019 and may be exercised from this date until 21 February 2027. The options are contingent on remaining in employment with a company in the Arix Group and are subject to malus and clawback provisions.
On 17 May 2018, options were granted pursuant to the Executive Incentive Plan to certain directors and members of staff, with a vesting date of 17 May 2021, subject to performance conditions. These performance conditions were not met and as such the options have lapsed.
On 9 May 2019, options were granted pursuant to the Executive Incentive Plan to certain directors and members of staff. The options vest on 1 January 2022, subject to the Company's share value growth and the Company's net asset value growth over the three-year performance period. The options are contingent on remaining in employment with a company in the Arix Group, and are subject to malus and clawback provisions.
On 30 June 2020, options were granted pursuant to the Executive Incentive Plan to certain directors and members of staff. The options vest on 1 January 2023, subject to the Company's share value growth and the Company's net asset value growth over a three-year performance period. The options are contingent on remaining in employment with a company in the Arix Group, and are subject to malus and clawback provisions.
Share based payments
The fair value of options granted under the Executive Share Option Plan was calculated using the Black-Scholes model. The assumptions used in this calculation are unchanged from those disclosed in the 31 December 2020 financial statements.
The charge associated with the 17 May 2018 options have been calculated using a Monte Carlo simulation, incorporating relevant assumptions for share price (209.0p), expected volatility based on similar quoted companies (37%), risk free interest rate (0.93%) and share option term (three years). The resultant fair value is then spread over the three-year relevant vesting period.
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