UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2021
Commission File Number: 001-39633
Abcam plc
(Translation of registrant’s name into English)
Discovery Drive
Cambridge Biomedical Campus
Cambridge, CB2 0AX
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On November 10, 2021, Abcam plc (the “Company”) issued a regulatory news service announcement (the “Announcement”), as required by the laws and regulations of the United Kingdom, announcing that the Company submitted an application for the admission to trading on AIM of 1,784,189 ordinary shares of 0.2 pence each in the Company (the “New Ordinary Shares”). These New Ordinary Shares have been issued to satisfy share options vesting under AbShare, the Company’s all employee share scheme launched in 2018 and rank pari passu with the existing shares of the Company. Admission to trading on AIM of the New Ordinary Shares is anticipated to occur on 12 November. The Announcement also covered the exercise of options for the receipt of ordinary shares by the Company’s Chief Executive Officer and by its General Counsel. The Announcement is furnished herewith as Exhibit 99.1 to this Report on Form 6-K.
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Regulatory News Service Announcement dated November 10, 2021 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ABCAM PLC | ||||||||
| Date: November 12, 2021 | By: | /s/ Alan Hirzel | ||||||
| Name: | Alan Hirzel | |||||||
| Title: | Chief Executive Officer | |||||||
Exhibit 99.1
For immediate release
10 November 2021
ABCAM PLC
(“Abcam” or the “Company”)
Issue of Equity and Director/PDMR Shareholding Notification
Abcam plc (AIM: ABC, the “Group”) announces that it has made an application for the admission to trading on AIM of 1,784,189 ordinary shares of 0.2 pence each in the Company (the “New Ordinary Shares”). These New Ordinary Shares have been issued to satisfy share options vesting under AbShare, the Company’s all employee share scheme launched in 2018 and rank pari passu with the existing shares of the Company. Admission to trading on AIM of the New Ordinary Shares is anticipated to occur on 12 November 2021.
At admission, the issued share capital of the Company will consist of 228,776,756 ordinary shares, with no shares held in treasury. The total number of voting rights in the Group will therefore be 228,776,756. This figure may be used by shareholders as the denominator to determine if they are required to notify their interests in, or a change in interests in, the Group under the Disclosure and Transparency Rules.
In addition, certain PDMRs exercised options and received New Ordinary Shares under the rules of the Abcam plc Long Term Incentive Plan (LTIP) or under AbShare and sold a sufficient number of shares to fund the tax, national insurance and dealing charges, with the balance retained. See below the notification and public disclosure of transactions by PDMRs and persons closely associated with them.
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||
| a) | Name | Mr Alan Hirzel | ||
| 2 | Reason for the notification | |||
| a) | Position/status | Chief Executive Officer | ||
| b) | Initial notification /Amendment | Initial Notification | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | Abcam plc | ||
| b) | Legal Entity Identifier | 213800B9N83DSNT33F79 | ||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||
| a) | Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 0.2 pence each GB00B6774699 | ||
| b) | Nature of the transaction | Issue of Conditional shares under the rules of the Abcam plc Long Term Incentive Plan (LTIP) and sale of sufficient shares to fund the tax, national insurance and dealing charges. Balance retained. | ||
| c) | Currency | GBP | ||
| d) | Price(s) and volume(s) | Price(s) Volume(s) | ||
| Acquisition of shares on release of award | Nil | 116,301 | ||||||
| Sale of shares to satisfy income tax, national insurance and dealing charges | £16.89 | 54,799 | ||||||
| e) | Aggregated information
Acquisition of shares on release of award
Sales of shares to satisfy income tax, national insurance and dealing charges |
Price(s)
Nil
£16.89 |
Aggregated Volume(s)
116,301
54,799 |
Aggregated Total
N/A
£925,555.11 | ||||
| f) | Date of the transaction | 08 November 2021 | ||||||
| g) | Place of the transaction | London Stock Exchange, AIM | ||||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Mr Marc Perkins | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | General Counsel and Company Secretary | ||||
| b) | Initial notification /Amendment | Initial Notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Abcam plc | ||||
| b) | Legal Entity Identifier | 213800B9N83DSNT33F79 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument
Identification code |
Ordinary shares of 0.2 pence each
GB00B6774699 |
||||
| b) | Nature of the transaction | Issue of shares under the rules of the Abcam plc AbShare all employee share plan and Annual Bonus Plan and sale of sufficient shares to fund the tax, national insurance and dealing charges. Balance retained. | ||||
| c) | Currency | GBP | ||||
| d) | Price(s) and volume(s)
Acquisition of shares on release of award |
Price(s) | Volume(s) | |||
| Sale of shares to satisfy income tax, national insurance and dealing charges | £1.09 – Annual Bonus Plan | 543 - Annual Bonus Plan
6,314 - AbShare | ||||
| £16.89 | 258 – Annual Bonus Plan
2,780 - AbShare | |||||
| e) | Aggregated information
Acquisition of shares on release of award
Sales of shares to satisfy income tax, national insurance and dealing charges |
Price(s) | Aggregated Volume(s) | Aggregated Total | ||||
| £1.09 | 6,857 | N/A | ||||||
| £16.89 | 3,038 | £51,311.82 | ||||||
| f) | Date of the transaction | 08 November 2021 | ||||||
| g) | Place of the transaction | London Stock Exchange, AIM | ||||||
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any express or implied statements contained in this announcement that are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements regarding the issue of equity, award eligibility and Abshare and LTIP issuance and value sufficiency under the laws of the United Kingdom, as well as statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate” and similar statements of a future or forward-looking nature. Forward-looking statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation: a regional or global health pandemic, including the novel coronavirus (“COVID-19”), which has adversely affected elements of our business, could severely affect our business, including due to impacts on our operations and supply chains; challenges in implementing our strategies for revenue growth in light of competitive challenges; developing new products and enhancing existing products, adapting to significant technological change and responding to the introduction of new products by competitors to remain competitive; failing to successfully identify or integrate acquired businesses or assets into our operations or fully recognize the anticipated benefits of businesses or assets that we acquire; if our customers discontinue or spend less on research, development, production or other scientific endeavours; and the important factors discussed under the caption “Risk Factors” in Abcam’s prospectus pursuant to Rule 424(b) filed with the U.S. Securities and Exchange Commission (“SEC”) on 22 October 2020, which is on file with the SEC and is available on the SEC website at www.sec.gov, as such factors may be updated from time to time in Abcam’s other filings with the SEC. Any forward-looking statements contained in this announcement speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. Abcam disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this announcement, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law.