17 Oct 2022 07:00
RNS Number : 0180D ABCAM PLC 17 October 2022 160NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, OR INTO OR FROM ANY JURISDICTION IN WHICH THE SAME WOULD BE A VIOLATION OF THE LAWS OF SUCH JURISDICTION. NEITHER THIS ANNOUNCEMENT, NOR ANYTHING CONTAINED HEREIN, SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
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ABCAM PLC
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Propose Cancellation of Amission of Orinary Shares to Traing on AIMan
Notice of General Meeting
Notice of General Meeting to be hel on 11 November 2022
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17 October 2022
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CAMBRIDGE, Abcam plc, AIM:ABC an Nasaq:ABCM ("Abcam" or the "Company"), a global leaer in the supply of life science research tools, toay announces:
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-160160160160 the Company's intention to cancel the amission of its orinary shares of nominal value 0.02 pence each (the "Orinary Shares") to traing on AIM (the "AIM Delisting"), subject to shareholer approval, with effect from 14 December 2022. Subject to shareholer approval, the Company's last ay of traing on AIM will be 13 December 2022. Abcam will retain the listing on the Nasaq Global Select Market ("Nasaq") of American Depositary Shares, each representing one Orinary Share (the "ADSs"), uner ticker symbol "ABCM", an all public traing of securities in the Company will take place on that exchange. Existing holers of ADSs not also holing Orinary Shares o not nee to take any action in relation to the AIM Delisting an
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-160160160160 the posting of a circular to Abcam shareholers (the "Circular"), which contains further information on the AIM Delisting an the process to eposit Orinary Shares for elivery of ADSs an notice of a general meeting to be hel on 11 November 2022 at Discovery Drive, Cambrige Biomeical Campus, Cambrige, CB2 0AX, Unite Kingom at 2.00 p.m. (Lonon time) (the "General Meeting") at which shareholer approval will be sought, inter alia, for the AIM Delisting.
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The Propose AIM Delisting an the General Meeting
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Highlights
183160160160160160 Following the AIM Delisting, the Company's ADSs will remain liste on Nasaq, which will become the primary traing venue for its equity securities, an all public traing of securities in the Company will take place on that exchange.
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183160160160160160 The boar of irectors of the Company (the "Boar" an the "Directors") expects that the AIM Delisting an moving to a sole listing on Nasaq will further enhance the liquiity of traing in the Company's securities by combining on Nasaq the volume of transactions from both Nasaq an AIM.
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183160160160160160 The Company is proviing an opportunity for shareholers to eposit their Orinary Shares with the Company's ADS epositary in exchange for elivery of ADSs, without cost, in connection with the AIM Delisting whether prior, on, or subsequent to 14 December 2022 (being the ate on which the AIM Delisting takes effect).
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Alan Hirzel, Chief Executive Officer of Abcam, sai:
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"This propose listing change will make it possible for Abcam to attract more investors to our global business. With the change, we see a path to creating value by increasing stock traing liquiity for our current an potential shareholers. We are grateful to have the support from current shareholers for our proposal an look forwar to attracting new life science investors to the Abcam story."
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The Company will toay be posting the Circular to shareholers, which will set out further information on the process to eposit Orinary Shares for elivery of ADSs, incluing personalise forms for those holers of certificate Orinary Shares who wish to eposit their Orinary Shares for elivery of ADSs, as well as containing the notice of General Meeting. Copies will also be available on Abcam's website at https://corporate.abcam.com/.
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Backgroun
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The Company was incorporate in 1998 an its Orinary Shares have been amitte to traing on the AIM market of the Lonon Stock Exchange since 200. In October 2020, the Company complete a irect listing of ADSs representing 10,287,000 Orinary Shares on Nasaq. The listing of the ADSs on Nasaq provie the Company with access to a broaer US investor base, in particular from long-term life science investors, access to eeper US capital pools, an provie aitional liquiity for the Company's shareholers.
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Since the listing of the ADSs on Nasaq in October 2020, the number of Orinary Shares, represente by ADSs, that are traeable on Nasaq has approximately triple. As at 12 October 2022, being the last practicable ate prior to the ate of the Circular, approximately 14 per cent. of the Company's Orinary Shares are represente by ADSs traeable on Nasaq. While only 14 per cent. of our Orinary Shares trae through ADSs in the US market, it represents approximately 24 per cent. of the overall average aily volume of the Orinary Shares on both AIM an Nasaq over the past one month to 12 October 2022.
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The Company is not expecting any significant operating changes as a result of the AIM Delisting an is not proposing to alter its omicile or to relocate its global heaquarters from Cambrige in the UK.
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All shareholers who have not alreay eposite their Orinary Shares for elivery of ADSs are currently able to o so at any time. Affiliates of the Company who eposit their orinary shares may be subject to limitations on resale of ADSs uner U.S. securities laws.
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The AIM Rules for Companies require that, unless the Lonon Stock Exchange otherwise agrees, the cancellation of a company's shares from traing on AIM requires the consent of not less than 7 per cent. of votes cast by its shareholers voting in a general meeting. Accoringly, the Boar is seeking shareholer approval for the propose AIM Delisting.
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Reasons for the AIM Delisting
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The Boar has resolve, subject to shareholer approval, to implement the AIM Delisting for the following reasons:
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183160160160160160 The Boar expects that elisting from AIM an maintaining a sole listing of ADSs representing the Company's Orinary Shares on Nasaq will further enhance the liquiity of traing in the Company's securities by combining on Nasaq the volume of transactions from both markets (Nasaq an AIM).
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183160160160160160 Delisting from AIM woul remove certain complexities an uplication that comes with aministering two listing regimes. For example, by simplifying shareholer communications an compliance with regulatory requirements an by reucing associate costs an eman for internal resources.
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183160160160160160 The Boar expects that a Nasaq-only listing structure will continue to attract the appropriate investor base an investment style, maximizing the Company's ability to access eeper pools of capital, reflecting the Company's global presence an aligning more closely with its peers in the global life science tools inustry.
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183160160160160160 The Company will continue to attract research analyst coverage from inustry participants knowlegeable of the global life science tools inustry, riven by their current research of peer companies (many of which are Nasaq-liste).
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183160160160160160 In aition, the Company maintains the option to use Nasaq-liste ADSs as transaction consieration, proviing more flexible financing for future acquisitions.
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Accoringly, the Directors believe that it is in the best interests of the Company an its shareholers as a whole to cancel the amission of the Company's Orinary Shares to traing on AIM.
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The Company is proviing an opportunity for shareholers to eposit their Orinary Shares with the Depositary in exchange for elivery of ADSs, without cost, in connection with the AIM Delisting prior to or on 14 December 2022 (being the ate on which the AIM Delisting takes effect).
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Effect of the AIM Delisting
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If the Resolution is passe at the General Meeting, shareholers will no longer be able to buy an sell Orinary Shares on AIM after 13 December 2022.
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The section 'Information for holers of Orinary Shares' below provies more etail on the process of epositing Orinary Shares for elivery of ADSs.
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As a company incorporate in Englan an Wales, the Company will continue to be subject to the requirements of the Companies Act 2006.
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Following the AIM Delisting taking effect, the Company will no longer be subject to the AIM Rules for Companies or be require to retain the services of an inepenent nominate aviser. The Company will also no longer be require to comply with the continuing obligations set out in the Disclosure Guiance an Transparency Rules (the "DTRs") of the Financial Conuct Authority (the "FCA") or, provie the Company's securities remain outsie the scope of the regulation, UK MAR. In aition, the Company an its shareholers will no longer be subject to the provisions of the DTRs relating to the isclosure of changes in significant shareholings in the Company. The Company will, however, continue to comply with all regulatory requirements for the Nasaq listing of ADSs, incluing all applicable rules an regulations of the SEC.
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Shareholers who continue to hol Orinary Shares following the AIM Delisting will continue to be notifie in writing of the availability of key ocuments on the Company's website, incluing publication of annual reports an annual general meeting ocumentation. Holers of ADSs will be able to continue to access all such information via the Company's website. Holers of Orinary Shares an ADSs will both be eligible to receive any future iviens that may be eclare.
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Details of the application of the City Coe to the Company following the AIM Delisting are set out below.
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Following the announcement, an effective ate, of the AIM Delisting, holers of Orinary Shares may choose to sell or otherwise ispose of their Orinary Shares rather than eposit such Orinary Shares for elivery of ADSs. However, if significant, any such sales of Orinary Shares coul have a negative effect on the value of the Orinary Shares, as well as the traing price of the ADSs, which coul inhibit other shareholers' ability to sell or ispose of their Orinary Shares at current traing prices.
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Information for holers of Orinary Shares
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If the Resolution is passe at the General Meeting, the Company's Orinary Shares will continue to be trae on AIM until market close (4.30 p.m. Lonon time) on 13 December 2022. Thereafter, holers of Orinary Shares can still hol the Orinary Shares, but there will be no public market in the Unite Kingom on which the Orinary Shares can be trae, an the Orinary Shares will not be traeable on Nasaq in this form.
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To sell Orinary Shares on Nasaq following the AIM Delisting, shareholers woul nee to eposit their Orinary Shares for elivery of ADSs. Each ADS represents one Orinary Share. This eposit can be mae at any time, incluing before the AIM Delisting, subject in all cases to the provisions of, an the limitations set forth in, the Deposit Agreement. A copy of the Deposit Agreement has been file as Exhibit 2.1 to the Company's Annual Report on Form 20-F file with the SEC on 14 March 2022. You may obtain a copy of the Deposit Agreement from the SEC's website (www.sec.gov). Please refer to Commission File Number 333-24926 when retrieving such copy.
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The Boar consiers that shareholers shoul consier epositing their Orinary Shares for elivery of ADSs prior to the AIM Delisting on 14 December 2022 for the following reasons:
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8226160160160 For those shareholers who hol their Orinary Shares in certificate form an wish to eposit their Orinary Shares for elivery of ADSs, the Company's Receiving Agent, Equiniti, will facilitate, on the Company's behalf, a block transfer process. Shareholers who hol their Orinary Shares in certificate form will fin enclose a Certificate Transfer Form for use if they wish to eposit their Orinary Shares for elivery of ADSs. Subject to the requisite ocuments being returne to Equiniti by the require ealine (being .00 p.m. UK time on 1 December 2022), Equiniti will arrange for the relevant Orinary Shares to be transferre to an through Equiniti's CREST account to the CREST account of the Custoian, which has been appointe by the Depositary to hol the Orinary Shares upon eposit, so that the Depositary can arrange to eliver the corresponing number of ADSs. The Custoian, on behalf of the Depositary, will hol all eposite Orinary Shares in a custoy account for the benefit of the holers an beneficial owners of ADSs.
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8226160160160 Shareholers who elect to eposit their Orinary Shares for elivery of ADSs prior to the AIM Delisting will not incur a UK stamp uty, or SDRT, charge. However, it is expecte that shareholers who elect to eposit their Orinary Shares for elivery of ADSs following the AIM Delisting will incur a stamp uty, or SDRT, charge, at a rate of 1. per cent. of the market value of the Orinary Shares being eposite, to the UK taxation authority, HMRC.
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8226160160160 Orinarily, shareholers who eposit their Orinary Shares for elivery of ADSs are charge an ADS issuance fee, by the Depositary, of up to 0.0 per ADS. However, no ADS issuance fees will be charge to shareholers who elect to eposit their Orinary Shares in connection with the AIM Delisting on or prior to 14 December 2022 (or such other ate as when the AIM Delisting takes effect).
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Shareholers who o not elect to participate in the block transfer process can utilise the services of a broker who is able to facilitate eposits of Orinary Shares at the shareholer's convenience.
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Shareholers whose Orinary Shares are hel in uncertificate form in CREST an who wish to eposit their Orinary Shares for elivery of ADSs, shoul contact their broker without elay to request that their Orinary Shares are eposite. The Company avises holers of Orinary Shares to seek inepenent financial avice regaring the AIM Delisting an the eposit of their Orinary Shares for elivery of ADSs.
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Information on the process to eposit Orinary Shares for elivery of ADSs an the forms to be complete accompany the Circular. The information an contacts at the Company's Receiving Agent, Equiniti, in respect of completion of the Certificate Transfer Form for certificate holers, an the Company's ADS Depositary, Citi, are inclue on the Company's website at corporate.abcam.com.
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Existing holers of ADSs who o not also hol Orinary Shares o not nee to take any action in connection with the AIM Delisting.
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If the Resolution is not passe at the General Meeting, all ocuments provie to Equiniti or Citi in relation to the eposit of Orinary Shares for elivery of ADSs shall be of no effect an all original share certificates will be returne to shareholers by Equiniti.
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UK tax treatment
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The Company cannot an oes not provie any form of taxation avice to shareholers an therefore shareholers are strongly avise to seek their own taxation avice to confirm the consequences of continuing to hol unliste Orinary Shares or epositing Orinary Shares for elivery of ADSs.
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The following summary oes not constitute legal or tax avice an is not exhaustive. The Company's unerstaning of the current position for iniviuals who are UK tax resient an UK omicile for relevant tax purposes is as follows but it shoul be note that the position on certain points is not free from uncertainty an that the Company has not taken steps to confirm the current position with HMRC. Therefore, the following shoul not be relie upon by shareholers without taking further avice (an the Company accepts no liability in respect of any such reliance on any information provie herein on taxation matters):
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8226160160160 The AIM Delisting shoul not, in itself, alter the classification of the Orinary Shares in terms of whether these qualify as unliste / unquote securities for the purposes of certain specific UK tax rules (notably, the UK inheritance tax business property relief rules), recognising that in October 2020, the Company complete a irect listing of ADSs on Nasaq. Shareholers shoul be aware that HMRC has not publishe any etaile guiance on the treatment of 'ADSs' for inheritance tax purposes to ate.
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8226160160160 Uner HMRC's state practice, those shareholers who elect to eposit their holings of Orinary Shares for elivery of Nasaq-liste ADSs shoul not be consiere as isposing of the Orinary Shares for UK capital gains tax purposes when transferring the shares to the Company's ADS Depositary, Citi, in exchange for issue of ADSs on the basis that the shareholer retains beneficial ownership of the Orinary Shares.
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Shareholers who elect to eposit their holings of Orinary Shares for elivery of Nasaq-liste ADSs prior to the AIM Delisting shoul not incur a stamp uty, or SDRT, charge. It is expecte that shareholers who elect to eposit their holings of Orinary Shares for elivery of Nasaq-liste ADSs following the AIM Delisting will generally incur a UK stamp uty, or SDRT, charge at the rate of 1. per cent. of the market value of the Orinary Shares being eposite.
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It is strongly recommene that shareholers obtain appropriate professional avice in respect of these an other taxes.
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Further information in relation to the AIM Delisting
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The Boar believes that the propose AIM Delisting is an appropriate next step for the Company an is in the best interests of shareholers as a whole. Further information about the process require to eposit Orinary Shares for elivery of ADSs traeable on Nasaq, together with a set of Frequently Aske Questions, accompanies the Circular.
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Action to be taken to eposit Orinary Shares for elivery of ADSs
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Shareholers are remine that the Company's Orinary Shares will continue to be trae on AIM until market close (4.30 p.m. Lonon time) on 13 December 2022. Any shareholer holing Orinary Shares in certificate form who wishes to eposit their holing of Orinary Shares for elivery of Nasaq-liste ADSs prior to the AIM Delisting must submit their Certificate Transfer Form accompanying the Circular an their original share certificate(s) to Equiniti, so as to be receive by Equiniti by no later than .00 p.m. on 1 December 2022 in accorance with the instructions in the form.
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Any shareholer holing shares in CREST who wishes to eposit their holing of Orinary Shares for elivery of Nasaq-liste ADSs prior to the AIM Delisting shoul contact their broker as soon as possible to eposit their Orinary Shares.
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If the Resolution is passe at the General Meeting, after AIM market close (4.30 p.m. Lonon time) on 13 December 2022, holers of Orinary Shares can still hol the Orinary Shares, but there will be no public market in the Unite Kingom on which the Orinary Shares can be trae. It is expecte that shareholers who elect to eposit their holings of Orinary Shares for elivery of Nasaq liste ADSs following the AIM Delisting will incur a stamp uty, or SDRT, charge at the rate of 1. per cent. of the market value of the Orinary Shares being eposite.
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If the Resolution is not passe at the General Meeting, all ocuments provie to Equiniti or Citi in relation to the eposit of Orinary Shares for elivery of ADSs shall be of no effect an all original share certificates will be returne to shareholers by Equiniti.
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Existing holers of ADSs not also holing Orinary Shares o not nee to take any action in connection with the AIM Delisting.
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In respect of any queries regaring completion of the Certificate Transfer Form, a shareholer assistance avice line is being operate by the Company's Receiving Agent, Equiniti, which can be accesse by all shareholers on +44 (0) 333-207-963. Calls are charge at the stanar geographic rate an will vary by provier. Calls from outsie the UK will be charge at the applicable international rate. Lines are open 8.30 a.m. to .30 p.m., Monay to Friay, excluing public holiays in Englan an Wales.
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Application of the City Coe following the AIM Delisting
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Following the AIM Delisting shareholers will continue to benefit from the protection affore by the Companies Act 2006 (as the Company remains incorporate in Englan an Wales). In aition, the Company may benefit from any applicable protections affore by virtue of the Nasaq listing of ADSs, as well as any applicable rules an regulations of the SEC.
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The Panel on Takeovers an Mergers ("Panel") has confirme to the Company that following the AIM Delisting, base on the current composition of the Boar, the City Coe on Takeovers an Mergers ("City Coe") will not apply to the Company. However, the City Coe coul apply to the Company in the future if any changes to the Boar composition result in the Panel consiering that the Company has its place of central management an control in the Unite Kingom (or the Channel Islans or the Isle of Man).
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The City Coe is issue an aministere by the Panel. Abcam plc is a company to which the City Coe applies an its shareholers are accoringly entitle to the protections affore by the City Coe. The City Coe an the Panel operate principally to ensure that shareholers are treate fairly an are not enie an opportunity to ecie on the merits of a takeover an that shareholers of the same class are affore equivalent treatment by an offeror. The City Coe also provies an orerly framework within which takeovers are conucte. In aition, it is esigne to promote, in conjunction with other regulatory regimes, the integrity of the financial markets. You can view a copy of the coe at https://www.thetakeoverpanel.org.uk/the-coe.
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Following the AIM Delisting, as the Company will remain a public limite company incorporate in Englan an Wales but its securities will not be amitte to traing on a regulate market or multilateral traing facility in the Unite Kingom (or a stock exchange in the Channel Islans or the Isle of Man), the City Coe will only apply to the Company if it is consiere by the Panel to have its place of central management an control in the Unite Kingom (or the Channel Islans or the Isle of Man). This is known as the "resiency test". The way in which the test for central management an control is applie for the purposes of the City Coe may be ifferent from the way in which it is applie by the Unite Kingom tax authorities, HMRC. Uner the City Coe, the Panel looks to where the majority of the irectors of the Company are resient, amongst other factors, for the purposes of etermining where the Company has its place of central management an control.
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Shareholers shoul note that, if the AIM Delisting becomes effective an the City Coe ceases to apply to the Company, they will not receive the protections affore by the City Coe in the event that there is a subsequent offer to acquire their shares.
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Brief etails of the Panel, the City Coe an the protections given by the City Coe are escribe in Appenix A to the Circular. Before giving your approval to the AIM Delisting, you may want to take inepenent professional avice from an appropriate inepenent financial aviser.
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Shareholer questions
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If you woul like to ask a question of the Boar relating to the business of the General Meeting, we invite you to sen it by email to Company.Secretary@abcam.com. We will eneavour to respon to all questions aske via email after the General Meeting. Answers to common questions aske will also be publishe on the Company's website.
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The General Meeting
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A notice convening the General Meeting, which is to be hel at Discovery Drive, Cambrige Biomeical Campus, Cambrige, CB2 0AX Unite Kingom at 2.00 p.m. (Lonon time) on 11 November 2022 is set out at the en of the Circular. At the General Meeting, the Resolution will be propose as a special resolution.
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Recommenation
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Your Boar believes that the resolution containe in the Notice of Meeting is in the best interests of the Company an its shareholers as a whole. Accoringly, the Boar unanimously recommens that shareholers vote in favour of the resolution to be propose at the General Meeting, as the Company's Directors inten to o in respect of their own beneficial shareholings in the Company.
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Expecte Timetable
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Notes
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(1)160160 References to time in this announcement are to Lonon time unless otherwise state.
(2)160160 Each of the times an ates in the above timetable are subject to change. If any of the above times an/or ates change, the revise times an/or ates will be notifie to shareholers by announcement through a Regulatory Information Service.
(3)160160 All steps after the General Meeting are epenent on the Resolution being passe at the General Meeting. If the Resolution is not passe at the General Meeting, all ocuments provie to the Registrar an/or the Depositary in relation to the eposit of Orinary Shares for elivery of ADSs shall be of no effect an all original share certificates will be returne to shareholers by the Registrar.
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Disclaimer
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This announcement contains insie information as efine for the purposes of Article 7 of Regulation (EU) no. 96/2014, as it forms part of omestic law in the Unite Kingom by virtue of the European Union (Withrawal) Act 2018 ("UK MAR").
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This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the Orinary Shares or ADSs, nor shall there be any sale of the Orinary Shares or ADSs in any jurisiction in which such offer, solicitation or sale woul be unlawful prior to registration or qualification uner the securities laws of any such jurisiction.
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Neither this announcement nor the Circular forms part of an offer of transferable securities to the public in the Unite Kingom an no prospectus has been, or is require to be, submitte to the FCA for approval.
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Numis Securities Limite, which is a member of the Lonon Stock Exchange, is authorise an regulate in the UK by the Financial Conuct Authority an is acting as nominate aviser to the Company an no one else for the purposes of the AIM Rules in connection with the AIM Delisting. Numis is not acting for, an will not be responsible to, any person other than the Company for proviing the protections affore to its customers or for avising any other person on the contents of this announcement or the AIM Delisting. Numis is not responsible for the contents of this announcement. Numis' responsibilities as the Company's nominate aviser uner the AIM Rules are owe solely to the Lonon Stock Exchange an are not owe to the Company, any Director, or to any other person.
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Forwar-Looking Statements
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This announcement contains forwar-looking statements within the meaning of the Private Securities Litigation Reform Act of 199. Any express or implie statements containe in this announcement that are not statements of historical fact may be eeme to be forwar-looking statements, incluing, without limitation, statements regaring the implications of the AIM Delisting on the traing of the Company's equity securities an relate timing, as well as statements that inclue the wors "expect," "inten," "plan," "believe," "project," "forecast," "estimate," "may," "shoul," "anticipate" an similar statements of a future or forwar-looking nature. Forwar-looking statements are neither promises nor guarantees, but involve known an unknown risks an uncertainties that coul cause actual results to iffer materially from those projecte, incluing, without limitation: the risk that anticipate traing volume in the Company's equity securities on Nasaq may not materialise an the important factors iscusse uner the caption "Risk Factors" in Abcam's Annual Report on Form 20-F for the year ene 31 December 2021, which is on file with the U.S. Securities an Exchange Commission ("SEC") an is available on the SEC website at www.sec.gov, as such factors may be upate from time to time in Abcam's other filings with the SEC. Any forwar-looking statements containe in this announcement speak only as of the ate hereof an accoringly unue reliance shoul not be place on such statements. Abcam isclaims any obligation or unertaking to upate or revise any forwar-looking statements containe in this announcement, whether as a result of new information, future events or otherwise, other than to the extent require by applicable law.
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Enquiries:
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About Abcam
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As an innovator in reagents an tools, Abcam's purpose is to serve life science researchers globally to achieve their mission faster. Proviing the research an clinical communities with tools an scientific support, the Company offers highly valiate antiboies, assays an other research tools to aress important targets in critical biological pathways. Alreay a pioneer in ata sharing an ecommerce in the life sciences, Abcam's ambition is to be the most influential company in life sciences by helping avance global unerstaning of biology an causes of isease, which, in turn, will rive new treatments an improve health. Abcam's worlwie customer base of approximately 70,000 life science researchers uses Abcam's antiboies, reagents, biomarkers an assays. By actively listening to an collaborating with these researchers, the Company continuously avances its portfolio to aress their nees. A transparent program of customer reviews an atasheets, combine with inustry-leaing valiation initiatives, gives researchers increase confience in their results. Foune in 1998 an heaquartere in Cambrige, UK, the Company has serve customers in more than 130 countries. Abcam's orinary shares are liste on the Lonon Stock Exchange (AIM: ABC) an its American Depositary Shares (ADSs) trae on the Nasaq Global Market (Nasaq: ABCM).
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