CORRESP 1 filename1.htm

 

September 28, 2021

 

VIA EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Re:         Exscientia plc

 

Registration Statement on Form F-1

Registration No. 333-259431

 

Acceleration Request

Requested Date: September 30, 2021

Requested Time: 4:00 PM, Eastern Time

 

Ladies and Gentlemen:

 

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc. and Barclays Capital Inc., as representatives of the several underwriters, hereby join Exscientia plc in requesting that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form F-1 (File No. 333-259431) (the “Registration Statement”) to become effective on September 30, 2021, at 4:00 PM, Eastern Daylight Time, or as soon as practicable thereafter.

 

Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

 

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

 

[Signature Page Follows]

 

 

 

 

  Very truly yours,
   
 

 Goldman Sachs & Co. LLC

     
  By: /s/ Dan Cocks
  Name: Dan Cocks
  Title: Managing Director
   
 

Morgan Stanley & Co. LLC

     
  By: /s/ Kalli Dircks
  Name: Kalli Dircks
  Title: Managing Director
     
 

BofA Securities, Inc.

     
  By: /s/ Michael Liloia
  Name: Michael Liloia
  Title: Director
   
 

Barclays Capital Inc.

     
  By: /s/ Victoria Hale
  Name: Victoria Hale
  Title: Authorized Signatory
   

cc:          Andrew L. Hopkins, D.Phil., Exscientia plc

Robert E. Puopolo, Goodwin Procter LLP

Seo Salimi, Goodwin Procter LLP

Divakar Gupta, Cooley LLP

Marc Recht, Cooley LLP

 

[Signature Page to Acceleration Request]