accordance with the instructions in the form.
Any shareholder holding shares in CREST who wishes to deposit their holding of Ordinary Shares for delivery of Nasdaq-listed ADSs prior to the AIM Delisting should contact their broker as soon as possible to deposit their Ordinary Shares.
If the Resolution is passed at the General Meeting, after AIM market close (4.30 p.m. London time) on 13 December 2022, holders of Ordinary Shares can still hold the Ordinary Shares, but there will be no public market in the United Kingdom on which the Ordinary Shares can be traded. It is expected that shareholders who elect to deposit their holdings of Ordinary Shares for delivery of Nasdaq listed ADSs following the AIM Delisting will incur a stamp duty, or SDRT, charge at the rate of 1.5 per cent. of the market value of the Ordinary Shares being deposited.
If the Resolution is not passed at the General Meeting, all documents provided to Equiniti or Citi in relation to the deposit of Ordinary Shares for delivery of ADSs shall be of no effect and all original share certificates will be returned to shareholders by Equiniti.
Existing holders of ADSs not also holding Ordinary Shares do not need to take any action in connection with the AIM Delisting.
In respect of any queries regarding completion of the Certificated Transfer Form, a shareholder assistance advice line is being operated by the Company’s Receiving Agent, Equiniti, which can be accessed by all shareholders on +44 (0) 333-207-5963. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Lines are open 8.30 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.
Application of the City Code following the AIM Delisting
Following the AIM Delisting shareholders will continue to benefit from the protection afforded by the Companies Act 2006 (as the Company remains incorporated in England and Wales). In addition, the Company may benefit from any applicable protections afforded by virtue of the Nasdaq listing of ADSs, as well as any applicable rules and regulations of the SEC.
The Panel on Takeovers and Mergers (“Panel”) has confirmed to the Company that following the AIM Delisting, based on the current composition of the Board, the City Code on Takeovers and Mergers (“City Code”) will not apply to the Company. However, the City Code could apply to the Company in the future if any changes to the Board composition result in the Panel considering that the Company has its place of central management and control in the United Kingdom (or the Channel Islands or the Isle of Man).
The City Code is issued and administered by the Panel. Abcam plc is a company to which the City Code applies and its shareholders are accordingly entitled to the protections afforded by the City Code. The City Code and the Panel operate principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror. The City Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets. You can view a copy of the code at https://www.thetakeoverpanel.org.uk/the-code.
Following the AIM Delisting, as the Company will remain a public limited company incorporated in England and Wales but its securities will not be admitted to trading on a regulated market or multilateral trading facility in the United Kingdom (or a stock exchange in the Channel Islands or the Isle of Man), the City Code will only apply to the Company if it is considered by the Panel to have its place of central management and control in the United Kingdom (or the Channel Islands or the Isle of Man). This is known as the “residency test”. The