ABC.L Regulatory News (ABC)

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

26 March 2015

PROPOSED PLACING OF UP TO 4.63 MILLION ORDINARY SHARES IN ABCAM PLC

Dr. Jonathan Milner, a Director of Abcam PLC ("Abcam" or "the Company"), and certain Trusts, of which Dr Jonathan Milner is a trustee, (together "the Sellers") announce their intention to sell in aggregate up to 4.63 million ordinary shares of 0.2 pence each in the Company (the "Ordinary Shares") (the "Placing Shares") in Abcam. The Placing Shares represent approximately 2.3% of the Company's issued share capital.

Dr. Milner intends to use the proceeds from the sale for charitable donations and for tax and estate planning. Dr Milner has confirmed that he remains fully committed to the Company both as an active member of the Abcam Board in his role as Deputy Chairman and he intends to remain the largest Abcam shareholder following the placing.

The Placing Shares are being offered to institutional investors only by way of an accelerated bookbuild (the "Placing"), which will be launched immediately following release of this announcement. J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") and Peel Hunt LLP ("Peel Hunt") are acting as Joint Bookrunners in connection with the Placing.

Any Ordinary Shares held by the Sellers which are not sold in the Placing will be subject to a 12 month lock-up, subject to customary exceptions. The Placing Shares, in all respects, rank pari passu with the Company's Ordinary Shares.

The final number of Placing Shares to be placed will be agreed by J.P. Morgan Cazenove, Peel Hunt and the Sellers at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of J.P. Morgan Cazenove and Peel Hunt.

Enquiries:

J.P.Morgan Cazenove + 44 (0) 20 7742 4000

James Mitford / Charles Pretzlik

Peel Hunt + 44 (0) 20 7418 8900

Clare Terlouw / Jock Maxwell MacDonald

IMPORTANT NOTICE

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC, AS AMENDED, INLCUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE 2010/73/EC TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); and (2) PERSONS IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS AND WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES MAY OTHERWISE BE LAWFULLY COMMUNICATED OR MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Australia, Canada, Japan, the Republic of South Africa or in any other jurisdiction in which such an offer or solicitation is unlawful.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of the Sellers, J.P. Morgan Cazenove or Peel Hunt or any of their respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan or the Republic of South Africa. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Sellers, J.P. Morgan Cazenove or Peel Hunt or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Sellers, J.P. Morgan Cazenove or Peel Hunt to inform themselves about and to observe any applicable restrictions.

J.P. Morgan Securities plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting only for the Sellers in connection with the Placing and will not be responsible to anyone other than the Sellers for providing the protections offered to the clients of J.P. Morgan Securities plc, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting only for the Sellers in connection with the Placing and will not be responsible to anyone other than the Sellers for providing the protections offered to the clients of Peel Hunt LLP, nor for providing advice in relation to the Placing or any matters referred to in this announcement.