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
Iain Ross, Executive Chairman
Dr Rob Quinn, Chief Financial Officer
Tel: +44 (0)20 3457 6900
Investec (Nominated Adviser and Broker)
Daniel Adams/Gary Clarence
Tel: +44 (0) 20 7597 5970
Consilium Strategic Communications
Mary-Jane Elliott/Chris Welsh/Angela Gray
Tel: +44 (0) 20 3709 5700
Tel: +1 (443) 213-0505
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.
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.