EX-FILING FEES 3 ex107.htm CALCULATION OF REGISTRATION FEE

 

Exhibit 107

 

CALCULATION OF REGISTRATION FEE

 

Title of each class

of securities to be registered

 

Amount

to be

registered(1)(2)

  

Proposed

maximum

offering

price per
security(1)(2)

  

Proposed

maximum

aggregate

offering
price(1)(2)

  

Amount of

registration
fee(3)

 
Ordinary Shares, nominal value £0.0025 per share to be offered by selling securityholders(4)                                                      
Debt Securities                    
Preference Shares                    
Warrants                    
Rights                    
Units(5)                    
Total            $150,000,000   $13,905 

 

(1) Pursuant to Rule 457(i) under the Securities Act of 1933 (the “Securities Act”) the securities being registered hereunder include such indeterminate number of the securities of each identified class being registered as may be sold by the registrant from time to time at indeterminate prices, with the maximum aggregate offering price not to exceed $150,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate offering price not to exceed $150,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The proposed maximum initial offering price per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder. The securities registered also include such indeterminate number of ordinary shares represented by American Depositary Shares, or ADSs, and the amount of debt securities as may be issued upon conversion of or exchange for debt securities that provide for conversion or exchange, upon exercise of warrants or rights or pursuant to the anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, the ordinary shares represented by ADSs being registered hereunder include such indeterminate number of ordinary shares as may be issuable with respect to the ordinary shares being registered hereunder as a result of stock splits, stock dividends or similar transactions
   
(2) The proposed maximum per unit and aggregate offering prices per class of securities will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered under this registration statement and is not specified as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act.
   
(3) Calculated pursuant to Rule 457(o) under the Securities Act.
   
(4) These ordinary shares are represented by American Depositary Shares, or ADSs, each of which represents eight ordinary shares of the registrant. ADSs issuable upon deposit of the ordinary shares registered hereby have been registered pursuant to a separate registration statement on Form F-6 (File No. 333-253268).
   
(5) Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The proposed maximum offering price per unit will be determined by the Registrant in connection with the issuance of the securities. In no event will the aggregate offering price of all securities issued from time to time pursuant to this Registration Statement exceed $150,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies.