Silence Therapeutics PLC Circular and notice of general meeting (7752R)
02 Luglio 2020 - 8:00AM
UK Regulatory
TIDMSLN
RNS Number : 7752R
Silence Therapeutics PLC
02 July 2020
Publication of Circular and Notice of General Meeting
2 July 2020
LONDON, Silence Therapeutics plc (LON: SLN) ("Silence" or "the
Company"), a leader in the discovery, development and delivery of
novel RNA therapeutics for the treatment of serious diseases, today
announces the publication of a circular and notice of general
meeting.
The Company announced on 23 June 2020 that it had confidentially
submitted a registration statement to the U.S. Securities and
Exchange Commission in connection with a proposed listing of
American Depositary Shares representing the Company's ordinary
shares on the Nasdaq Capital Market (the "Nasdaq Listing").
The Company will today publish and send to shareholders a
circular (the "Circular"). The Circular incorporates a notice
convening a general meeting (the "General Meeting") to be held on
23 July 2020.
The resolutions to be proposed to the General Meeting seek
shareholder approval for:
1. the restatement of the Silence Therapeutics plc 2018 Employee
Long Term Incentive Plan (the "Employee LTIP") and the Silence
Therapeutics plc 2018 Non-Employee Long Term Incentive Plan to
provide a numerical share reserve of 8,700,000 of the Company's
ordinary shares ("Ordinary Shares"), which will automatically
increase on 1 January of each year, until 2028, in an amount equal
to 5% of the total number of Ordinary Shares outstanding on 31
December of the preceding calendar year;
2. the U.S. Employee Sub-Plan to the Employee LTIP which permits
the grant of options and other equity awards to eligible employees
who are U.S. residents or U.S. taxpayers, including potentially tax
efficient incentive stock options. Subject to the overall limit
described at 1. above, the maximum number of Ordinary Shares that
may be placed under incentive stock options granted under the U.S.
Employee Sub-Plan is 26,100,000; and
3. certain amendments to be made to the Company's articles of
association (the "Articles") required in connection with the Nasdaq
Listing and certain other changes that are either administrative in
nature or reflect certain updates in applicable law and/or best
practice for companies such as the Company.
Further details of each resolution are set out in the Circular
which also includes a copy of the proposed amendments to the
Articles.
An electronic copy of the Circular will shortly be available on
the Company's website at www.silence-therapeutics.com in accordance
with AIM Rule 20.
For more information, please contact:
Silence Therapeutics plc Tel: +44 (0)20 3457
Iain Ross, Executive Chairman 6900
Dr Rob Quinn, Chief Financial Officer
Investec (Nominated Adviser and Broker) Tel: +44 (0) 20
Daniel Adams/Gary Clarence 7597 5970
European IR Tel: +44 (0) 20
Consilium Strategic Communications 3709 5700
Mary-Jane Elliott/Chris Welsh/Angela Gray
silencetherapeutics@consilium-comms.com
U.S. IR Tel: +1 (443) 213-0505
Westwicke
Peter Vozzo
peter.vozzo@westwicke.com
About Silence Therapeutics plc
Silence Therapeutics is developing a new generation of medicines
by harnessing the body's natural mechanism of RNA interference, or
RNAi, within its cells. Its proprietary technology can selectively
inhibit any gene in the genome, specifically silencing the
production of disease-associated proteins. Silence's proprietary
RNA chemistries and delivery systems are designed to improve the
stability of molecules and enhance effective delivery to target
cells, providing a powerful modular technology well suited to
tackle life-threatening diseases. The Company has secured high
value research and collaboration agreements with AstraZeneca,
Mallinckrodt Pharmaceuticals and Takeda.
Important Information
This announcement does not constitute a Form F-1 registration
statement and does not constitute or form, and will not form, part
of any offer or invitation to sell or issue, or the solicitation of
an offer to purchase or acquire, any of the ordinary shares or
American Depositary Shares or any other securities in the United
States or in any other jurisdiction. Securities may not be offered
or sold in the United States absent registration or an exemption
from registration under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act"). Any public offering of
securities to be made in the United States will be made by means of
a prospectus that may be obtained from the issuer or the selling
security holder and that will contain detailed information about
the company and management, as well as financial statements. This
announcement is being issued pursuant to and in accordance with
Rule 135e under the U.S. Securities Act.
Forward Looking Statements
Certain statements made in this announcement are forward-looking
statements including with respect to the creation of a trading
market for ADSs representing the Company's ordinary shares in the
United States. These forward-looking statements are not historical
facts but rather are based on the Company's current expectations,
estimates, and projections about its industry; its beliefs; and
assumptions. Words such as 'anticipates,' 'expects,' 'intends,'
'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions
are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties, and other factors, some
of which are beyond the Company's control, are difficult to
predict, and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements
including if the Company's registration statement is not declared
effective by the SEC or if Nasdaq fails to approve the Company's
ADS listing application. The Company cautions securityholders and
prospective securityholders not to place undue reliance on these
forward-looking statements, which reflect the view of the Company
only as of the date of this announcement. The forward-looking
statements made in this announcement relate only to events as of
the date on which the statements are made. The Company will not
undertake any obligation to release publicly any revisions or
updates to these forward-looking statements to reflect events,
circumstances, or unanticipated events occurring after the date of
this announcement except as required by law or by any appropriate
regulatory authority.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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