Filed pursuant to Rule 424(b)(5)
Registration No.: 333-267932
PROSPECTUS SUPPLEMENT
(to Prospectus dated October 26, 2022)
BIODEXA
PHARMACEUTICALS PLC
5,050,808 American Depositary Shares
Representing 2,020,323,200 Ordinary Shares
278,975 Pre-Funded Warrants to purchase 278,975
American Depositary Shares
Representing 111,590,000 Ordinary Shares
We are offering 5,050,808
of our American Depositary Shares, or Depositary Shares, pursuant to this prospectus supplement, or the Registered Depositary Shares.
Each Registered Depositary Share will be sold in this offering at a purchase price equal to $0.94. Each Depositary Share represents 400
of our ordinary shares, nominal value £0.001 per share, or ordinary shares.
In addition, we are offering
278,975 pre-funded warrants, or Pre-Funded Warrants, in lieu of Depositary Shares, to the investors whose purchase of Registered Depositary
Shares in this offering would otherwise result in such investor, together with its affiliates, beneficially owning more than 4.99% (or,
at the election of the investor, 9.99%) of our ordinary shares. Each Pre-Funded Warrant sold in this offering will be sold at a purchase
price equal to $0.9399 (equal to the purchase price per Registered Depositary Share, minus $0.0001). The per share exercise price for
the Pre-Funded Warrants will be $0.0001, and the Pre-Funded Warrants are immediately exercisable and may be exercised at any time until
all of the Pre-Funded Warrants are exercised in full.
We refer to the Registered
Depositary Shares and the Pre-Funded Warrants issued in this offering, collectively, as the securities.
In a concurrent private placement,
or the Private Placement, we will also issue to the purchasers in this offering (i) Series J warrants exercisable for an aggregate of
5,329,783 Depositary Shares, or the Series J Warrants, and (ii) Series K warrants exercisable for an aggregate of 5,329,783 Depositary
Shares, or the Series K Warrants, and collectively with the Series J Warrants, the PIPE Warrants. The PIPE Warrants will be immediately
exercisable at an exercise price of $1.00 per Depositary Shares, subject to adjustments for certain dilutive equity issuances. The Series
J Warrants will expire five years from the initial exercise date. The Series K Warrants will expire one year from the initial exercise
date. Six months after the issuance date of the PIPE Warrants, if and only if there is no effective registration statement registering
the applicable Depositary Shares, or no current prospectus available for such shares, the resale of the Depositary Shares issuable upon
exercise of the PIPE Warrants, the purchaser may exercise the PIPE Warrants by means of a “cashless exercise”, subject to
the satisfaction of payment of not less than the nominal value of the ordinary share under the provisions of the United Kingdom Companies
Act of 2006, or the Companies Act. A holder of the PIPE Warrants may not exercise the PIPE Warrants if the holder, together with its affiliates,
would beneficially own more than 4.99% or 9.99% (such amount to be determined at the option of the holder) of the number of ordinary shares
outstanding immediately after giving effect to such exercise. The PIPE Warrants, the Depositary Shares issuable upon the exercise of the
PIPE Warrants, or the PIPE Warrant ADSs, and the ordinary shares underlying the PIPE Warrant ADSs, or the PIPE Warrant Shares, offered
in the Private Placement are not being registered under the Securities Act of 1933, as amended, or the Securities Act, pursuant to the
registration statement of which this prospectus supplement and the accompanying base prospectus form a part, nor are such PIPE Warrants,
PIPE Warrant ADSs and PIPE Warrant Shares being offered pursuant to such prospectus supplement and base prospectus. The PIPE Warrants
are being offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.
The PIPE Warrants are not, and will not be, listed for trading on any national securities exchange. Each investor will be an “accredited
investor” (as such term is defined in Rule 501(a) under the Securities Act) or “qualified institutional buyer” (as such
term is defined in Rule 144A under the Securities Act).
Our Depositary Shares are
listed on the NASDAQ Capital Market under the symbol “BDRX.” The last reported closing price of Depositary Shares on the NASDAQ
Capital Market on July 18, 2024 was $0.9405.
There is no established public
trading market for the Pre-Funded Warrants and we do not expect a market to develop. In addition, we do not intend to list the Pre-Funded
Warrants, nor do we expect the Pre-Funded Warrants to be quoted, on NASDAQ or any other national securities exchange or any other nationally
recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited.
We have engaged Ladenburg
Thalmann & Co. Inc. to act as our exclusive placement agent, or the placement agent, in connection with the securities offered by
this prospectus supplement and the accompanying prospectus. The placement agent has agreed to use its reasonable best efforts to sell
the securities offered by this prospectus supplement and the accompanying prospectus. The placement agent has no obligation to buy any
of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. We have agreed
to pay the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities we
are offering.
The highest aggregate market
value of our outstanding ordinary shares held by non-affiliates, or public float, was approximately $22,065,481, based on 3,788,072,122
of our ordinary shares outstanding, of which approximately 3,788,065,544 shares are held by non-affiliates, and a per share price of approximately
$0.005825, which represents one-four hundredth of $2.33, which was the price of our Depositary Shares on May 21, 2024, and which was the
highest reported closing sale price of our Depositary Shares on the NASDAQ Capital Market, the principal market for our common equity,
in the 60 days prior to July 18, 2024. As of the date of this prospectus supplement, we have not sold or offered any of our securities
pursuant to General Instruction I.B.5. of Form F-3 during the prior 12 calendar month period that ends on, and includes, the date of this
prospectus supplement. As a result, we are eligible to offer and sell up to an aggregate of $7,355,160 of our Depositary Shares pursuant
to General Instruction I.B5. of Form F-3.
______________________________
Investing in our securities
involves risks. See “Risk Factors” beginning on page S-11 in this prospectus supplement and on page 4 of the accompanying
prospectus and the documents incorporated by reference herein for a discussion of the factors you should carefully consider before deciding
to purchase these securities.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy
of this prospectus. Any representation to the contrary is a criminal offense.
| | |
Per Depositary Share | | |
Per Pre-Funded Warrant | | |
Total | |
| Offering Price | |
$ | 0.94 | | |
$ | 0.9399 | | |
$ | 5,009,968 | |
| Placement Agent Fees (1) | |
$ | 0.0752 | | |
$ | 0.0752 | | |
$ | 400,800 | |
| Proceeds to Us (before expenses) | |
$ | 0.8648 | | |
$ | 0.8647 | | |
$ | 4,609,168 | |
| (1) | We have also agreed to pay the placement agent a management fee of 1.0% of the aggregate gross proceeds in the offering, reimburse
the placement agent for certain of its expenses and issue warrants to purchase Depositary Shares equal to 4.0% of the aggregate number
of Depositary Shares issued in this offering, as described under the “Plan of Distribution” on page S-59 of this prospectus
supplement. |
| (2) | The amount of the offering proceeds to us presented in this table does not include proceeds from the exercise
of the PIPE Warrants for cash, if any. |
Delivery of the securities
being offered pursuant to this prospectus supplement and the accompanying prospectus is expected to be made on or about July 22, 2024,
subject to the satisfaction of certain closing conditions.
______________________________
Ladenburg Thalmann
The date of this prospectus supplement is July
18, 2024
PROSPECTUS
SUPPLEMENT
TABLE
OF CONTENTS
PROSPECTUS
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS SUPPLEMENT
This prospectus supplement
and the accompanying prospectus relate to the offering of our Registered Depositary Shares. You should read this prospectus supplement,
the accompanying prospectus, the documents incorporated by reference into this prospectus supplement and the accompanying prospectus,
and any free writing prospectus that we may authorize for use in connection with this offering, in their entirety before making an investment
decision. You should also read and consider the information in the documents to which we have referred you in the section of this prospectus
supplement entitled “Where You Can Find More Information” and “Incorporation by Reference.” These documents contain
important information that you should consider when making your investment decision.
This document is in two parts.
The first part is this prospectus supplement, which describes the specific terms of the offering of the Registered Depositary Shares and
also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus. The second part, the accompanying prospectus, including the documents incorporated by reference
into the accompanying prospectus, provides more general information, some of which may not apply to this offering. Generally, when we
refer to this prospectus, we are referring to the combined document consisting of this prospectus supplement and the accompanying prospectus.
To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information
contained in the accompanying prospectus or in any document incorporated by reference into the accompanying prospectus that was filed
with the Securities and Exchange Commission, or SEC, before the date of this prospectus supplement, on the other hand, you should rely
on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another
document having a later date, the statement in the document having the later date modifies or supersedes the earlier statement.
We are responsible only
for the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus and in any free
writing prospectus prepared by or on behalf of us or to which we have referred you. We have not, and the placement agent has not, authorized
anyone to provide you with different information or to make any representation other than those contained or incorporated by reference
in this prospectus supplement. If any person provides you with different or inconsistent information, you should not rely on it. Neither
we nor the placement agent take any responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you.
We are not, and the placement
agent is not, making an offer to sell or soliciting an offer to buy our Depositary Shares in any jurisdiction in which an offer or solicitation
is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful
to make an offer or solicitation.
You should assume that the
information appearing in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus, and in any free writing prospectus that we may authorize for use in connection with this offering,
is accurate only as of the date of those respective documents. Our business, financial condition, results of operations and prospects
may have changed since those dates.
Unless the context specifically
indicates otherwise, references in this prospectus supplement to “Biodexa Pharmaceuticals PLC,” “Biodexa,” “the
Company,” “we,” “our,” “ours,” “us,” “the Group,” or similar terms refer
to Biodexa Pharmaceuticals PLC and its subsidiaries.
We prepare our consolidated
financial statements in British pounds sterling. In this prospectus supplement, references to “GBP,” “£,”
“pence” or “p” are each to British pounds sterling (or units thereof), and references to “$,” “USD,”
“US$” and “United States dollar” are each to the United States dollar.
On March 27, 2023, following
shareholder approval, we effected a one-for-20 reverse split of our ordinary shares, and our ordinary shares began trading on AIM, a market
operated by the London Stock Exchange plc, or AIM, on a split-adjusted basis as of such date. No fractional shares were issued in connection
with the reverse stock split. On March 24, 2023, our shareholders approved the cancellation of admission of our ordinary shares on AIM
and this cancellation became effective on April 26, 2023.
Concurrently with the reverse
split, and in order to continue meeting The NASDAQ Stock Market LLC’s, or NASDAQ, minimum 500,000 publicly held shares requirement
pursuant to Rule 5550(a)(4), on March 27, 2023 we effected a ratio change in the number of ordinary shares represented by our Depositary
Shares from 25 ordinary shares per Depositary Share to five ordinary shares per Depositary Share.
On June 14, 2023, we held
our annual general meeting of shareholders, or June AGM, and our shareholders passed resolutions, among other procedural items, to approve
the allotment of, and disapplication of pre-emption rights in respect of, up to 7.0 billion ordinary shares, or Shareholder Approval.
On June 14, 2023, we also held a general meeting of shareholders, or June GM, and our shareholders passed resolutions to (x)(i) re-designate
our deferred shares into A Deferred Shares, or the Re-Designation, and (ii) subdivide our ordinary shares of £0.02 nominal value
each into one ordinary share of £0.001 nominal value and 19 B Deferred Shares of £0.001 nominal value each, each the Subdivision,
which became effective on June 15, 2023 and (y) adopt new articles of association, or the Articles of Association, which make consequential
amendments to the existing articles of association of the Company to reflect the Re-Designation and the Subdivision, together with certain
other changes to reflect that the ordinary shares are no longer admitted to trading on AIM. As is standard for deferred shares, each B
Deferred Share has very limited rights and is effectively valueless. The B Deferred Shares have the rights and restrictions as set out
in the Articles of Association and do not entitle the holder thereof to receive notice of or attend and vote at any general meeting of
the Company or to receive a dividend or other distribution.
On July 5, 2023, and in an
effort to bring our Depositary Share price into compliance with NASDAQ’s minimum bid price per share requirement, we effected a
ratio change in the number of ordinary shares represented by our Depositary Shares from five ordinary shares per Depositary Share to 400
ordinary shares per Depositary Share. No fractional Depositary Shares were issued.
The change in the number of
ordinary shares resulting from the reverse stock split and change in the number of Depositary Shares (and the underlying ordinary shares)
resulting from the change in ratio, including any changes resulting from fractional Depositary Shares not being issued to holders in connection
with the Depositary Share ratio change, has been applied retroactively to all share and per share amounts presented in this prospectus,
to the extent applicable. As a result of retroactively applying changes resulting from fractional Depositary Shares not being issued to
holders in connection with the Depositary Share ratio change, the amount of ordinary shares issued in prior transactions may not equal
the amount of Depositary Shares such Depositary Shares are currently exercisable for.
WHERE
YOU CAN FIND MORE INFORMATION
We are subject to periodic
reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as applicable
to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other information
with the SEC. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of
proxy statements to shareholders under the federal proxy rules contained in Sections 14(a), (b) and (c) of the Exchange Act, and our “insiders”
are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. The SEC maintains
an Internet site that contains reports, proxy, information statements and other information regarding issuers at http://www.sec.gov. Copies
of certain information filed by us with the SEC are also available on our website at http://www.biodexapharma.com. Our website is not
a part of this prospectus and is not incorporated by reference in this prospectus.
This prospectus supplement
and the accompanying prospectus is part of a registration statement we filed with the SEC. This prospectus supplement omits some information
contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in
the registration statement for further information on us and our consolidated subsidiaries and the securities we are offering. Statements
in this prospectus supplement concerning any document we filed as an exhibit to the registration statement or that we otherwise filed
with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document
to evaluate these statements. You can obtain a copy of the registration statement from the SEC at the address listed above or from the
SEC’s website.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you
to another document filed separately with the SEC. The information incorporated by reference is considered part of this prospectus supplement
from the date we file that document. Information that we file later with the SEC will automatically update and, where applicable, supersede
any information contained in this prospectus supplement or incorporated by reference in this prospectus supplement. These documents contain
important information about us and our financial condition.
This prospectus supplement
incorporates by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act (in each case, other than those documents or the portions of those documents not deemed to be filed) between the date
of the initial registration statement and the effectiveness of the registration statement and following the effectiveness of the registration
statement until the offering of the securities under the registration statement is terminated or completed:
| · | our Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on April 19, 2024
(the “Annual Report”); |
| · | our reports on Form 6-K and any amendments thereto furnished to the SEC on January 22, 2024, February
23, 2024, April 19, 2024, April 26, 2024, April 30, 2024, May 15, 2024 (both filings), May 21, 2024, May 22, 2024, May 28, 2024, June
13, 2024, June 24, 2024, July 2, 2024, July 5, 2024, July 16, 2024 and July 19, 2024 that we incorporate by reference into this prospectus;
and |
| · | the description of our Depositary Shares representing ordinary shares and our ordinary shares contained
in our Registration Statement on Form 8-A originally filed with the SEC on December 2, 2015, and as amended on April 30, 2021, including
any amendments or reports filed for the purpose of updating such description. |
We will provide, without charge
to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request of such person, a copy
of any or all of the documents incorporated or deemed to be incorporated herein by reference other than exhibits, unless such exhibits
specifically are incorporated by reference into such documents or this document. Requests for such documents should be addressed in writing
or by telephone to:
Biodexa Pharmaceuticals PLC
1 Caspian Point
Caspian Way
Cardiff, CF10 4DQ, United Kingdom
+44 29 2048 0180
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement,
the accompanying prospectus and the information incorporated herein by include “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. All statements contained
or incorporated by reference herein, including statements regarding our strategy, future operations, future financial position, future
revenue, projected costs, prospects, plans, objectives of management and expected market growth, other than statements of historical facts,
are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,”
“intend,” “may,” “plan,” “predict,” “project,” “potential,” “will,”
“would,” “could,” “should,” “continue,” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words.
We may not actually achieve
the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking
statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking
statements we make. You are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties
and assumptions that are referenced in the section entitled “Risk Factors” in our Annual Report on 20-F or in this prospectus
supplement. You should also carefully review the risk factors and cautionary statements described in the other documents we file from
time to time with the SEC, specifically our most recent Annual Report on Form 20-F and our Reports on Form 6-K. We undertake no obligation
to revise or update any forward-looking statements, except to the extent required by law.
PROSPECTUS
SUPPLEMENT SUMMARY
The following summary of
our business highlights some of the information contained elsewhere in or incorporated by reference into this prospectus supplement. Because
this is only a summary, however, it does not contain all of the information that may be important to you. You should carefully read this
prospectus supplement and the accompanying base prospectus, including the documents incorporated by reference, which are described under
“Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference” in this prospectus
supplement. You should also carefully consider the matters discussed in the section in this prospectus supplement entitled “Risk
Factors.”
Overview
We are a clinical stage biopharmaceutical
company developing a pipeline of innovative products for the treatment of diseases with unmet medical needs, including familial adenomatous
polyposis, or FAP, non-muscle invasive bladder cancer, or NMIBC, type 1 diabetes, or T1D, and rare/orphan cancers of the brain.
In April 2024 we licensed
eRapa™, a proprietary formulation of rapamycin, from Rapamycin Holdings, Inc. d/b/a Emtora Biosciences, Inc., or Emtora. Rapamycin
is an mTOR inhibitor. As a central regulator of cell metabolism, growth, proliferation and survival, the mTOR pathway is activated during
various cellular processes including tumor formation and angiogenesis. Through the use of nanotechnology and pH sensitive polymers, eRapa
is designed to address the poor bioavailability, variable pharmacokinetics and toxicity generally associated with the currently available
forms of rapamycin. An ongoing Phase 2 study of eRapa in NMIBC is scheduled to report results in mid-2025.
Tolimidone is a selective
activator of the enzyme lyn kinase which increases phosphorylation of insulin substrate -1, thereby amplifying the signaling cascade initiated
by the binding of insulin to its receptor. Lyn kinase modulates key intracellular functions such as proliferation, differentiation, apoptosis,
migration and metabolism. In fat cells, lyn kinase increases utilization of insulin, thus decreasing blood sugar without having an effect
on insulin production. In pancreatic islets, activation of lyn kinase promotes beta cell survival and proliferation, whereas its inhibition
leads to cell death, prevents proliferation and precipitates diabetes. We are developing tolimidone for T1D and are in the process of
initiating a Phase 2a dose confirming study.
MTX110, which is being studied
in aggressive rare/orphan brain cancer indications including recurrent glioblastoma, diffuse midline glioma, or DMG, and medulloblastoma,
is a liquid formulation of the histone deacetylase, panobinostat. Our proprietary formulation enables delivery of the product via
convection-enhanced delivery at potentially chemotherapeutic doses directly to the site of the tumor, by-passing the blood-brain barrier
and avoiding systemic toxicity. We have recruited the first cohort of patients in an ongoing Phase 1 study of MTX110 in recurrent glioblastoma.
We have completed and announced the results of two Phase 1 studies in DMG. There is an ongoing Phase 1 investigator-initiated trial in
medulloblastoma.
Our
clinical assets are supported by three proprietary drug delivery technologies focused on bio delivery and bio-distribution of drugs through
either sustained delivery (Q-SpheraTM), direct delivery (MidaSolveTM),
or targeted delivery (MidaCoreTM):
| · | Our Q-Sphera platform: Our disruptive polymer microsphere microtechnology is used for sustained delivery
to prolong and control the release of therapeutics over an extended period of time, from weeks to months. |
| · | Our MidaSolve platform: Our innovative oligosaccharide nanotechnology is used to solubilize drugs so that
they can be administered in liquid form directly and locally into tumors. |
| · | MidaCore platform: Our gold nanoparticle nanotechnology is used for targeting sites of disease by using
either chemotherapeutic agents or immunotherapeutic agents. |
Corporate Information
Our principal executive offices
are located at 1 Caspian Point, Caspian Way, Cardiff, CF10 4DQ, United Kingdom. The telephone number at our principal executive office
is +44 29 2048 0180. Our service agent in the United States is located at Puglisi and Associates, 850 Library Avenue Newark, Delaware
19711. Our Depositary Shares, each representing four hundred ordinary shares, are listed on the NASDAQ under the symbol “BDRX.”
Our website is located at www.biodexapharma.com. We do not incorporate by reference into this prospectus the information on, or accessible
through, our website, and you should not consider it as part of this prospectus.
Implications of Being a Foreign Private Issuer
We are incorporated as a public
limited company in England and Wales, are we are deemed to be a “foreign private issuer” for the purposes of the reporting
rules under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In our capacity as a foreign private issuer, we are
exempt from certain rules under the Exchange Act that would otherwise apply if we were a company incorporated in the United States, including:
| · | the requirement to file periodic reports and financial statements with the SEC as frequently or as promptly
as United States companies with securities registered under the Exchange Act; |
| · | the requirement to file financial statements in accordance with accounting principles generally accepted
in the United States, or U.S. GAAP; |
| · | the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitation; and |
| · | the requirement to comply with Regulation FD, which imposes certain restrictions on the selection disclosure
of material information. |
In addition, our officers,
directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section
16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our ordinary shares. Accordingly,
an investor may receive less information about us that it would receive about a public company incorporated in the United States.
Additional Information
For additional information
related to our business and operations, please refer to the reports incorporated herein by reference, including our Annual Report, as
filed with the SEC on April 19, 2024, and our Reports on Form 6-K as filed with the SEC, as described in the section titled “Incorporation
of Certain Information by Reference.”
The Offering
| Registered Depositary Shares offered by us |
|
5,050,808 Registered Depositary Shares, each representing 400 ordinary shares |
| |
|
|
| Price per Registered Depositary Share |
|
$0.94 |
| |
|
|
| Pre-Funded Warrants to be offered by us |
|
We are offering Pre-Funded Warrants to purchase
an aggregate of 278,975 Depositary Shares in lieu of Registered Depositary Shares to certain investors whose purchase of shares of Registered
Depositary Shares in this offering would otherwise result in the investor, together with its affiliates, beneficially owning more than
4.99% (or, at the election of the purchaser, 9.99%) of our outstanding ordinary shares immediately following the consummation of this
offering. The purchase price of each Pre-Funded Warrant is equal to the price at which a Registered Depositary Share is sold to the public
in this offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant is $0.0001 per share. Each Pre-Funded Warrant will
be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
This prospectus supplement and accompanying prospectus
also relate to the offering of the Depositary Shares issuable upon exercise of the Pre-Funded Warrants. |
| |
|
|
Total ordinary shares outstanding immediately prior to this
offering |
|
3,788,072,122 ordinary shares (including those represented by Depositary Shares). |
| |
|
|
Total ordinary shares to be outstanding immediately after
this offering |
|
5,808,395,322 ordinary shares (including those represented by Registered Depositary Shares), assuming no exercise of any the Pre-Funded Warrants. |
| |
|
|
| Concurrent Private Placement |
|
In the Private Placement, we will also issue to
the purchasers in this offering (i) Series J Warrants exercisable for an aggregate of 5,329,783 Depositary Shares, and (ii) Series K Warrants
exercisable for an aggregate of 5,329,783 Depositary Shares. The PIPE Warrants will be immediately exercisable at an exercise price of
$1.00 per Depositary Shares, subject to adjustments for certain dilutive equity issuances. The Series J Warrants will expire five years
from the initial exercise date. The Series K Warrants will expire one year from the initial exercise date. Six months after the issuance
date of the PIPE Warrants, if and only if there is no effective registration statement registering the applicable Depositary Shares, or
no current prospectus available for such shares, the resale of the Depositary Shares issuable upon exercise of the PIPE Warrants, the
purchaser may exercise the PIPE Warrants by means of a “cashless exercise”, subject to the satisfaction of payment of not
less than the nominal value of the ordinary share under the provisions of the Companies Act. A holder of the PIPE Warrants may not exercise
the PIPE Warrants if the holder, together with its affiliates, would beneficially own more than 4.99% or 9.99% (such amount to be determined
at the option of the holder) of the number of ordinary shares outstanding immediately after giving effect to such exercise. The PIPE Warrants,
the PIPE Warrant ADSs, and the PIPE Warrant Shares, offered in the Private Placement are not being registered under the Securities Act
of 1933, as amended, or the Securities Act, pursuant to the registration statement of which this prospectus supplement and the accompanying
base prospectus form a part, nor are such PIPE Warrants, PIPE Warrant ADSs and PIPE Warrant Shares being offered pursuant to such prospectus
supplement and base prospectus. The PIPE Warrants are being offered pursuant to the exemption provided in Section 4(a)(2) of the Securities
Act and Rule 506(b) promulgated thereunder. The PIPE Warrants are not, and will not be, listed for trading on any national securities
exchange. Each investor will be an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act)
or “qualified institutional buyer” (as such term is defined in Rule 144A under the Securities Act).
|
| Adjustment to Exercise Price of Certain Existing Warrants |
|
In connection with this offering, we have agreed
to adjust the exercise price of our Series E warrants, Series G warrants and Series H warrants held by investors participating in this
offering to $1.00. See “Adjustment to Exercise Price of Certain Existing Warrants” in this prospectus supplement.
|
| |
|
|
| Depositary Shares |
|
Each Depositary Share represents 400 ordinary
shares.
The depositary (through its custodian) will hold
the ordinary shares underlying your Depositary Shares. You will have rights as provided in the deposit agreement among us, JPMorgan Bank
Chase Bank, N.A., as depositary, and all owners and holders from time to time of Depositary Shares issued thereunder. You may, among other
things, cancel your Depositary Shares and withdraw the underlying ordinary shares against a fee paid to the depositary (which may be reimbursable
by the Company). In certain limited instances described in the deposit agreement, we may amend or terminate the deposit agreement without
your consent. If you continue to hold your Depositary Shares, you agree to be bound by the terms of the deposit agreement then in effect.
To better understand the terms of the Depositary
Shares and the deposit agreement, including applicable fees and charges, you should carefully read “Description of American Depositary
Shares” in this prospectus supplement. You should also read the deposit agreement, which is an exhibit to the registration statement
that includes this prospectus. |
| |
|
|
| Depositary |
|
JPMorgan Chase Bank, N.A. |
| Use of proceeds |
|
We currently intend to use the net proceeds to fund our
development programs, including to provide the final match payment with respect to a $17 million grant from the Cancer Prevention
Research Institute of Texas, or CPRIT, and initiate the Phase 3 clinical trial of eRapa in FAP, for working capital and for general
corporate purposes. See the
section of this prospectus supplement titled “Use of Proceeds.” |
| |
|
|
| Risk factors |
|
Investing in our securities involves a high degree of risk. You should
read the “Risk Factors” section starting on page S-11 of this prospectus supplement and page 4 of the accompanying
prospectus, as well as those risk factors that are incorporated by reference in this prospectus supplement, for a discussion
of factors to consider before deciding to invest in our securities. |
| |
|
|
| Listing |
|
Our Depositary Shares are listed on the NASDAQ Capital Market under the symbol “BDRX.” |
The number of ordinary shares
outstanding after this offering set forth above is based on 3,788,072,122 ordinary shares (including those represented by Depositary Shares)
outstanding as of July 12, 2024, and excludes the following other securities as of such date:
| · | 360,342,765 ordinary shares issuable upon the exercise of stock options under out equity incentive plans
at a weighted average exercise price of £0.005 per share; |
| · | 99 ordinary shares issuable upon the exercise of stock options assumed in connection with the acquisition
of DARA Biosciences, Inc., or DARA, at weighted-average exercise price of £877.13 per share; |
| · | warrants exercisable for 10,695,037 Depositary Shares (representing 4,278,014,800 ordinary shares), including
pre-funded warrants and shares held in abeyance upon exercise of warrants, at a weighted-average exercise price of £2.163 per share. |
Unless otherwise indicated,
all information in this prospectus supplement assumes no exercise of the Pre-Funded Warrants issued in this offering and the PIPE Warrants
issued in the concurrent private placement.
RISK
FACTORS
An investment in our securities
involves risks. We urge you to consider carefully the risks described below, and in the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus, before making an investment decision, including those risks identified under “Item 1A.
Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2023, which is incorporated by reference in this
prospectus supplement and which may be amended, supplemented or superseded from time to time by other reports that we subsequently file
with the SEC. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously
harmed. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Please
also read carefully the section below entitled “Cautionary Note Regarding Forward-Looking Statements.”
Risks Related to the Offering
Future sales of our Depositary Shares (or
the underlying ordinary shares), or the perception that such sales may occur, could cause the market price of our Depositary Shares (and
the underlying ordinary shares) to fall.
Sales of a substantial number
of our Depositary Shares (or the underlying ordinary shares) in the public market, or the perception that these sales could occur, following
this offering could cause the market price of our Depositary Shares (and the underlying ordinary shares) to decline. A substantial majority
of the outstanding securities are, and the Depositary Shares sold in this offering upon issuance will be, freely tradable without restriction
or further registration under the Securities Act.
Our management will have broad discretion
over the use of the net proceeds from this offering, you may not agree with how we use the proceeds, and the proceeds may not be invested
successfully.
Our management will have broad
discretion as to the use of the net proceeds from any offering by us and could use them for purposes other than those contemplated at
the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds,
and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.
It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for us.
We will require additional capital funding,
the receipt of which may impair the value of our Depositary Shares.
Our future capital requirements
depend on many factors, including our research, development, sales and marketing activities. We will need to raise additional capital
through public or private equity or debt offerings or through arrangements with strategic partners or other sources in order to continue
to develop our product candidates. There can be no assurance that additional capital will be available when needed or on terms satisfactory
to us, if at all. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial
dilution and the new equity securities may have greater rights, preferences or privileges than our existing Depositary Shares.
We have not paid cash dividends in the past
and do not expect to pay cash dividends in the foreseeable future. Any return on investment may be limited to the value of our Depositary
Shares.
We have never paid cash dividends
on our ordinary shares (and, by extension our Depositary Shares) and do not anticipate paying cash dividends in the foreseeable future.
The payment of dividends on our capital stock will depend on our earnings, financial condition and other business and economic factors
affecting us at such time as the board of directors may consider relevant. If we do not pay dividends, our Depositary Shares may be less
valuable because a return on your investment will only occur if the Depositary Share price appreciates.
Risks related to the Pre-Funded Warrants
We do not intend to apply for any listing
of the Pre-Funded Warrants on any exchange or nationally recognized trading system, and we do not expect a market to develop for the Pre-Funded
Warrants.
We do not intend to apply
for any listing of the Pre-Funded Warrants on the NASDAQ Capital Market or any other securities exchange or nationally recognized trading
system, and we do not expect a market to develop for the Pre-Funded Warrants. Without an active market, the liquidity of the Pre-Funded
Warrants will be limited. Further, the existence of the Pre-Funded Warrants may act to reduce both the trading volume and the trading
price of our Depositary Shares.
Except as otherwise provided in the Pre-Funded
Warrants, holders of Pre-Funded Warrants purchased in this offering will have no rights as Depositary Share holders until such holders
exercise their warrants or Pre-Funded Warrants and acquire our Depositary Shares.
Except as set forth in the
Pre-Funded Warrants, until holders of Pre-Funded Warrants acquire our Depositary Shares upon exercise of the Pre-Funded Warrants, holders
of the Pre-Funded Warrants have no rights with respect to our Depositary Shares underlying such Pre-Funded Warrants, the holders will
be entitled to exercise the rights of a holder of Depositary Shares only as to matters for which the record date occurs after the exercise
date.
We may not receive any additional funds
upon the exercise of the Pre-Funded Warrants.
Each Pre-Funded Warrants may
be exercised by way of a cashless exercise, meaning that the holder may not pay a cash purchase price upon exercise, but instead would
receive upon such exercise the net number of our Depositary Shares determined according to the formula set forth in the Pre-Funded Warrants.
Accordingly, we may not receive any additional funds upon the exercise of the Pre-Funded Warrants.
CAPITALIZATION
The following table sets forth
our capitalization as of December 31, 2023:
| · | on a pro forma as-adjusted basis to give effect to (i) the transactions contemplated by that certain License
and Collaboration Agreement, dated as of April 24, 2024, or the Emtora License Agreement, by and between the Company and Emtora, (ii)
the transactions contemplated by those certain letter agreements, dated as of May 22, 2024, by and between the Company and certain accredited
investors, or the Warrant Agreements, and (iii) the issuance and sale by us of 5,050,808 Registered Depositary Shares and 278,975 Pre-Funded
Warrants (representing an aggregate of 2,131,913,200 ordinary shares) in this offering at an offering price of $0.94 per Registered Depositary
Share and $0.9399 per Pre-Funded Warrant, in each case after deducting placement agent fees and estimated offering expenses by us. |
You should read this table
in conjunction with the section of this prospectus supplement under the caption “Use of Proceeds”, as well as our “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and other financial
information included or incorporated by reference in this prospectus supplement.
| | |
As of December 31, 2023 |
| | |
Actual | |
Pro Forma As Adjusted(1)(2) |
| | |
(£’s in thousands, except share and per share data) |
| Cash and cash equivalents | |
5,971 | |
13,362 |
| Borrowings, non-current | |
295 | |
295 |
| Total equity | |
4,678 | |
12,299 |
| Total capitalization | |
4,973 | |
12,594 |
________
(1) All proceeds from the sale of the securities have been reflected
within Total equity for purposes of this table. We will be required to complete an assessment of the accounting and valuation for such
instruments, which may result in a portion of the proceeds being classified outside of Total equity and remeasured to fair value each
reporting period (if liability-classified instruments). Such assessment will be completed in connection with the preparation of our consolidated
financial statements for the period in which the sales occur.
The table above does not include:
| · | 360,342,765 ordinary shares issuable upon the exercise of stock options under out equity incentive plans
at a weighted average exercise price of £0.005 per share; |
| · | 99 ordinary shares issuable upon the exercise of stock options assumed in connection with the acquisition
of DARA Biosciences, Inc., or DARA, at weighted-average exercise price of £877.13 per share; |
| · | warrants exercisable for 10,695,037 Depositary Shares (representing 4,278,014,800 ordinary shares), including
pre-funded warrants and shares held in abeyance upon exercise of warrants, at a weighted-average exercise price of £2.163 per share;
and |
| · | warrants issuable in connection with this offering and the Private Placement. |
DILUTION
If you invest in our securities
in this offering, your ownership interest may be diluted to the extent the extent of the difference between the public offering
price per Depositary Share in this offering and the as adjusted net tangible book value per share of our Depositary Shares immediately
after the closing of this offering.
Our net tangible book value
as of December 31, 2023 was approximately $2.21 million, or $0.74 per Depositary Share. Our pro forma net tangible book value as of December
31, 2023, which gives effect to (i) the transactions contemplated by that certain License and Collaboration Agreement, dated as of April
24, 2024, or the Emtora License Agreement, by and between the Company and Emtora, and (ii) the transactions contemplated by the Warrant
Agreements, was approximately $7.5 million, or $0.81 per Depositary Share. Net tangible book value per Depositary Share is determined
by dividing our total tangible assets, less total liabilities, by the number of our ordinary shares outstanding as of December 31, 2023,
and multiplying such amount by 400 (one Depositary Share represents 400 ordinary shares).
After giving effect to (i)
the sale of 5,050,808 Depositary Shares at a public offering price of $0.94 and 278,975 Pre-Funded Warrants at a public offering price
of $0.9399 in this offering, and after deducting fees, commissions and estimated offering expenses payable by us, and assuming no exercise
of the Pre-Funded Warrants, (ii) the transactions contemplated by that certain License and Collaboration Agreement, dated as of April
24, 2024, or the Emtora License Agreement, by and between the Company and Emtora, and (iii) the transactions contemplated by the Warrant
Agreements, our as adjusted net tangible book value as of December 31, 2023 would have been $11.7 million, or $0.82 per Depositary Shares.
This amount represents an immediate increase in as adjusted net tangible book value of $0.01 per share to our existing shareholders and
an immediate dilution of $0.12 per share to investors participating in this offering. We determine dilution per share to investors participating
in this offering by subtracting as adjusted net tangible book value per share after this offering from the assumed public offering price
per share paid by investors participating in this offering.
The following table illustrates
this accretion on a per Depositary Share basis:
| | |
As at December 31, 2023 | |
| | |
Per American Depositary Shares | |
| Public offering price per Depositary Share | |
$ | 0.94 | |
| Historical net tangible book value as of December 31, 2023 | |
$ | 0.74 | |
| Increase to net tangible book value per Depositary Share attributable to pro forma adjustments | |
$ | 0.07 | |
| Pro Forma net tangible book value per Depositary Share | |
$ | 0.81 | |
| Increase to net tangible book value per Depositary Share attributable to new investors in this offering | |
$ | 0.01 | |
| As Adjusted net tangible book value per Depositary Share as of December 31, 2023, after giving effect to this offering | |
$ | 0.82 | |
| Dilution per Depositary Share to the investors in this offering | |
$ | 0.12 | |
Except as otherwise noted,
all information in this prospectus supplement reflects and assumes (i) no exercise of outstanding options issued under our equity
incentive plans, and (ii) no exercise of any warrants issued in this offering and the Private Placement.
USE
OF PROCEEDS
We expect that our net proceeds
from the offering will be approximately $4.2 million, after deducting the placement agent fees and estimated offering expenses payable
by us and excluding any proceeds we may receive upon the exercise of the Pre-Funded Warrants and the PIPE Warrants being offered in the
Private Placement, or collectively the Warrants. Upon any exercise of the Warrants for cash, the applicable holder would pay us the exercise
price set forth in the applicable warrant. We can make no assurances that any of the Warrants will be exercised, or if exercised, the
quantity which will be exercised or in the period in which they will be exercised.
We anticipate that we will
use the net proceeds of the offering, and to the extent the Warrants are exercised for cash, to fund our development programs, including
to provide the final match payment with respect to a $17 million grant from CPRIT and initiate the Phase 3 clinical trial of eRapa in
FAP, for working capital and for general corporate purposes clinical trials for its product candidates, for working capital and for general
corporate purposes.
The expected use of the net
proceeds from the offering represents our intentions based upon our current plans and business conditions, which could change in the future
as our plans and business conditions evolve. The amounts and timing of our actual expenditures depend on numerous factors, including the
ongoing status of and results from our clinical trials and other studies, the progress of our preclinical development efforts and any
unforeseen cash needs. As a result, our management will have broad discretion in applying the net proceeds of the offerings.
Pending their use, we plan
to invest the net proceeds of this offering in short-term, interest-bearing investments.
dividend
policy
Since inception, we have never
declared or paid any cash dividends on our ordinary shares and do not anticipate paying any cash dividends on our ordinary shares or the
Depositary Shares in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and
expansion of our business. As a result, investors in the ordinary shares and Depositary Shares will benefit in the foreseeable future
only if the ordinary shares and Depositary Shares appreciate in value.
Any determination to pay dividends
in the future would be at the discretion of our Board of Directors and will depend upon our results of operations, cash requirements,
financial condition, contractual restrictions, and any future debt agreements and is subject to compliance with applicable laws, including
the Companies Act, which requires English companies to have profits available for distribution equal to or greater than the amount of
the proposed dividend.
PRIVATE
PLACEMENT TRANSACTION AND PIPE WARRANTS
In the Private Placement,
we will also issue to the purchasers in this offering (i) Series J Warrants exercisable for an aggregate of 5,329,783 Depositary Shares,
and (ii) Series K Warrants exercisable for an aggregate of 5,329,783 Depositary Shares. The PIPE Warrants will be immediately exercisable
at an exercise price of $1.00 per Depositary Share, subject to adjustments for certain dilutive equity issuances. The Series J Warrants
will expire five years from the initial exercise date. The Series K Warrants will expire one year from the initial exercise date. Six
months after the issuance date of the PIPE Warrants, if and only if there is no effective registration statement registering the applicable
Depositary Shares, or no current prospectus available for such shares, the resale of the Depositary Shares issuable upon exercise of the
PIPE Warrants, the purchaser may exercise the PIPE Warrants by means of a “cashless exercise”, subject to the satisfaction
of payment of not less than the nominal value of the ordinary share under the provisions of the Companies Act. A holder of the PIPE Warrants
may not exercise the PIPE Warrants if the holder, together with its affiliates, would beneficially own more than 4.99% or 9.99% (such
amount to be determined at the option of the holder) of the number of ordinary shares outstanding immediately after giving effect to such
exercise.
The exercise price and number
of shares of Depositary Shares issuable upon the exercise of the PIPE Warrants will be subject to adjustment in the event of any stock
dividend and split, reverse stock split, recapitalization, reorganization or similar transaction, as described in the PIPE Warrants.
The PIPE Warrants, the PIPE
Warrant ADSs and the PIPE Warrant Shares are not being registered under the Securities Act pursuant to the registration statement of which
this prospectus supplement and the accompanying base prospectus form a part and are not being offered pursuant to this prospectus supplement
and the accompanying base prospectus. The PIPE Warrants, PIPE Warrant ADSs and PIPE Warrant Shares are being offered pursuant to the exemption
provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.
In connection with the offering,
we have agreed to file a registration statement, or Resale Registration Statement, covering the resale of all of the PIPE Warrants, PIPE
Warrant ADSs and PIPE Warrant Shares with the SEC no later than the 30th calendar day following the date of the closing of the Private
Placement, and have the registration statement declared effective by the SEC as promptly as possible after the filing thereof, but in
any event no later than the 60th calendar day following the closing of the Private Placement or on the event that the SEC notifies us
that the registration statement will be reviewed, the 90th calendar day following the date of the closing of the Private Placement.
Six months after the issuance
date of the PIPE Warrants, if and only if there is no effective registration statement registering the applicable Depositary Shares issuable
upon the exercise of the PIPE Warrants, or no current prospectus available for such shares, the resale of the Depositary Shares issuable
upon exercise of the PIPE Warrants, the purchaser may exercise the PIPE Warrants by means of a “cashless exercise”, subject
to the satisfaction of payment of not less than the nominal value of the ordinary shares under the provisions of the Companies Act.”
Each investor is required
to be an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act) or a “qualified institutional
buyer” (as such term is defined in Rule 144A under the Securities Act).
There is no established public
trading market for the PIPE Warrants, and we do not expect a market to develop. We do not intend to list the PIPE Warrants on the NASDAQ
Capital Market, any other national securities exchange or any other nationally recognized trading system. Without an active trading market,
the liquidity of the PIPE Warrants will be limited.
DESCRIPTION
OF THE SECURITIES WE ARE OFFERING
We are offering Depositary
Shares and Pre-Funded Warrants to purchase Depositary Shares. The following description of our shares of Depositary Shares (and the underlying
ordinary shares) and Pre-Funded Warrants to purchase Depositary Shares summarizes the material terms and provisions thereof, including
the material terms of the Depositary Shares and Pre-Funded Warrants to purchase Depositary Shares we are offering under this prospectus
supplement and the accompanying prospectus.
Depositary Shares
For a description of the rights
associated with the ordinary shares underlying our Depositary Shares, see “Description of Share Capital” in this prospectus
supplement. For a description of the rights associated with our Depositary Shares, see “Description of American Depositary Shares”
in this prospectus supplement. Our Depositary Shares are listed on the NASDAQ Capital Market under the symbol “BDRX.”
Pre-Funded Warrants
The following summary of
certain terms and provisions of the Pre-Funded Warrants that are being offered hereby is not complete and is subject to, and qualified
in its entirety by, the provisions of the Pre-Funded Warrant, the form of which will be filed as an exhibit to our Report on Form 6-K.
Prospective investors should carefully review the terms and provisions of the form of Pre-Funded Warrant for a complete description of
the terms and conditions of the Pre-Funded Warrants.
Each Pre-Funded Warrant will
be sold in this offering at a purchase price equal to $0.9399 (equal to the purchase price per Registered Depositary Share, minus $0.0001).
The purpose of the Pre-Funded Warrants is to enable investors that may have restrictions on their ability to beneficially own more than
4.99% (or, upon election of the holder, 9.99%) of our outstanding ordinary shares following the consummation of this offering the opportunity
to make an investment in the Company without triggering their ownership restrictions, by receiving Pre-Funded Warrants in lieu of our
Depositary Shares which would result in such ownership of more than 4.99% (or 9.99%), and receive the ability to exercise their option
to purchase the Depositary Shares underlying the Pre-Funded Warrants at such nominal price at a later date.
Exercise Price and Duration
The Pre-Funded Warrants will
have an exercise price of $0.0001 per share. The Pre-Funded Warrants are exercisable immediately upon issuance, and may be exercised at
any time until all of the Pre-Funded Warrants are exercised in full. The exercise price is subject to appropriate adjustment in the event
of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our ordinary
shares or Depositary Shares and also upon any distributions of assets, including cash, stock or other property to our shareholders.
Exercisability
The Pre-Funded Warrants will
be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and by payment in
full in immediately available funds for the number of Depositary Shares purchased upon such exercise.
Cashless Exercise
Notwithstanding the foregoing,
if, at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available
for the issuance of, the Depositary Shares underlying the Pre-Funded Warrants, then the Pre-Funded Warrants may also be exercised, in
whole or in part, at such time by means of a cashless exercise, in which case the holder would receive upon such exercise the net number
of Depositary Shares determined according to the formula set forth in the Pre-Funded Warrant.
Exercise Limitation
A holder will not have the
right to exercise any portion of the Pre-Funded Warrant if the holder (together with its affiliates) would beneficially own in excess
of 4.99% (or 9.99% upon the request of the holder) of the number of ordinary shares outstanding immediately after giving effect to the
exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. However, any holder may
increase or decrease such percentage, provided that any increase will not be effective until the 61st day after such election and in no
event shall such increase exceed 9.99%.
Transferability
Subject to applicable laws,
the Pre-Funded Warrants may be offered for sale, sold, transferred or assigned without our consent.
Fractional Shares
No fractional Depositary Shares
will be issued upon the exercise of the Pre-Funded Warrants. Rather, the number of Depositary Shares to be issued will be rounded to the
nearest whole number.
Trading Market
There is no established public
trading market for the Pre-Funded Warrants being issued in this offering, and we do not expect a market to develop. We do not intend to
apply for listing of the Pre-Funded Warrants on any securities exchange or other nationally recognized trading system. Without an active
trading market, the liquidity of the Pre-Funded Warrants will be limited.
Fundamental Transactions
If a fundamental transaction
occurs, then the successor entity will succeed to, and be substituted for us, and may exercise every right and power that we may exercise
and will assume all of our obligations under the Pre-Funded Warrants with the same effect as if such successor entity had been named in
the Pre-Funded Warrant itself. If holders of our ordinary shares are given a choice as to the securities, cash or property to be received
in a fundamental transaction, then the holder shall be given the same choice as to the consideration it receives upon any exercise of
the Pre-Funded Warrant following such fundamental transaction.
Rights as a Shareholder
Except as otherwise provided
in the Pre-Funded Warrants or by virtue of such holder’s ownership of our ordinary shares or Depositary Shares, the holder of a
Pre-Funded Warrant does not have the rights or privileges of a holder of our ordinary shares or Depositary Shares, including any voting
rights, until the holder exercises the Pre-Funded Warrant.
Amendment and Waiver
The Pre-Funded Warrants may
be modified or amended or the provisions thereof waived with the written consent of our Company and the respective holder.
Adjustment to Exercise Price of Pre-Existing
Warrants
In connection with the offering,
we have also agreed to amend the exercise price of existing Series E warrants to purchase an aggregate of 978,233 Depositary Shares, existing
Series G warrants to purchase an aggregate of 2,443,995 Depositary Shares and existing Series H warrants to purchase an aggregate of 3,236,945
Depositary Shares that were previously issued in December 2023, May 2022 and May 2022, respectively, held by investors participating in
the offering, such that, effective upon the closing of the offering, the amended warrants will have an exercise price of $1.00 per share.
DESCRIPTION
OF OUR SHARE CAPITAL
The following describes
our issued share capital, summarizes the material provisions of our Articles of Association and highlights certain differences in corporate
law in the United Kingdom and the United States. This description of our share capital and summary of our Articles of Association is not
complete, and is qualified by reference to our Articles of Association. You should read our Articles of Association, which are incorporated
by reference into this prospectus supplement for the provisions that are important to you.
General
We are a public limited company
organized under the laws of England and Wales under registered number 09216368. Our registered office is 1 Caspian Point, Caspian Way,
Cardiff, CF10 4DQ, United Kingdom. The principal legislation under which we operate and our shares are issued is the Companies Act.
Issued Share Capital
Our issued share capital as
of July 12, 2024 was 3,788,072,122 ordinary shares. Each ordinary share has a nominal value £0.001 per share. Each issued ordinary
share is fully paid. We currently have 1,000,001 A Deferred Shares, 4,063,321,418 B Deferred Shares and no preference shares in our issued
share capital.
There is no limit to the number
of ordinary shares or preference shares that we are authorized to issue, as the concept of authorized capital is no longer applicable
under the provisions of the Companies Act. There are no conversion rights, redemption provisions or sinking fund provisions relating to
any ordinary shares.
We are not permitted under
English law to hold our own ordinary shares unless they are repurchased by us and held in treasury. We do not currently hold any of our
own ordinary shares.
History of Share Capital
On March 22, 2022, we issued
one ordinary share upon the exercise of one warrant issued in February 2019 to a certain institutional investor at an exercise price of
£200 per share.
On May 3, 2022, we issued
1,250 ordinary shares to be purchased under the Biodexa Pharmaceuticals PLC Share Incentive Plan at £0.02 per share to the trust
of such incentive plan.
On August 3, 2022, we issued
warrants to purchase 16,666 ordinary shares to a certain institutional investor at an exercise price of £2.70 per share.
On September 26, 2022, we
effected a ratio change to the Depositary Shares, pursuant to which the ratio of ordinary shares to Depositary Shares was changed such
that one Depositary Share represented 25 ordinary shares. Our ordinary shares were not affected by this change and no fractional Depositary
Shares were issued.
On December 16, 2022, we sold
to an institutional investor 492,400 ordinary shares represented by 1,231 Depositary Shares in a registered direct offering at $320.00
per Depositary Share, resulting in gross proceeds of approximately $0.4 million.
On February 15, 2023, we completed
the closing of a private placement, or the February Private Placement, pursuant to which we sold to certain institutional investors (1)
3,250,000 ordinary shares represented by 8,125 Depositary Shares at $185.60 per Depositary Share, (2) 12,931,020 ordinary shares
represented by 32,327 Depositary Shares, issuable upon the exercise of Series A warrants, or Series A Warrants, issued in the February
Private Placement at an exercise price of $214.40 per warrant, (3) 19,396,400 ordinary shares represented by 48,491 Depositary Shares,
issuable upon the exercise of Series B warrants, or Series B Warrants, issued in the February Private Placement at an exercise price
of $214.40 per warrant, and (4) 62,184,525 ordinary shares represented by 155,461 Depositary Shares, issuable upon the exercise of pre-funded
warrants issued in the February Private Placement at an exercise price of $0.032 per warrant, for aggregate gross proceeds of approximately
$6.0 million. We also issued unregistered warrants to the placement agent in the offering, or the February Placement Agent Warrants, to
purchase a total of 536,800 ordinary shares represented by 1,342 Depositary Shares to the placement agent at an exercise price of $400.00
per warrant for 49 warrants and an exercise price of $232.00 per warrant for 1,293 warrants, and Series A Warrants to purchase 625,000
ordinary shares represented by 1,562 Depositary Shares at an exercise price of $214.40 per warrant to an investor pursuant to
a waiver.
On March 27, 2023, following
shareholder approval, we effected a one-for-20 reverse split of our ordinary shares, and our ordinary shares began trading on AIM on a
split-adjusted basis as of such date. No fractional shares were issued in connection with the reverse stock split.
Concurrently with the reverse
split, and in an effort to bring the Depositary Shares price into compliance with NASDAQ’s minimum requirement for 500,000 listed
Depositary Shares, on March 27, 2023, we effected a ratio change in the number of our ordinary shares represented by the Depositary Shares
from 25 ordinary shares per Depositary Share to five ordinary shares per Depositary Share. No fractional Depositary Shares were issued.
Between March 27, 2023 and
July 12, 2024, we have issued 95,137,075 ordinary shares upon the exercise of pre-funded warrants, Series A Warrants and Series B Warrants
issued in the February Private Placement.
On May 26, 2023, we completed
the closing of the a registered direct offering with institutional investors of (1) 166,017,700 ordinary shares represented by 415,044
Depositary Shares, issuable upon the exercise of the Series C warrants, or Series C Warrants, at an exercise price of $16.00 per warrant,
(2) 110,675,600 ordinary shares represented by 279,689 Depositary Shares issuable upon the exercise of the Series D warrants, or Series
D Warrants, at an exercise price of $16.00 per warrant and, (3) 4,426,800 ordinary shares represented by 11,067 Depositary Shares issuable
upon the exercise of warrants issued to the placement agent in the offering at an exercise price of $15.00 per warrant.
On June 20, 2023, we issued
the Series C Warrants, Series D Warrants and warrants issued to the placement agent after receiving required shareholder approval of the
allotment of, and disapplication of pre-emption rights with respect to the ordinary shares to be issued under the warrants at our June
GM.
Between June 20, 2023, and
July 12, 2024, we have issued 166,017,700 ordinary shares upon the exercise of Series C Warrants issued in the May 2023 registered direct
offering.
On July 5, 2023, we effected
a ratio change to the Depositary Shares, pursuant to which the ratio of ordinary shares to Depositary Shares was changed such that one
Depositary Share represented 400 ordinary shares. Our ordinary shares were not affected by this change and no fractional Depositary Shares
were issued.
On November 22, 2023, we entered
into a series of agreements with (1) Adhera Therapeutics, Inc. and certain of its secured noteholders, or the Secured Noteholders,
and (1) Melior Pharmaceuticals I, Inc., or Melior. On December 21, 2023, in connection with the closing under the agreements, we issued
(A) an aggregate of (i) 224,947 Depositary Shares to certain of the Secured Noteholders and (ii) 2,275,050 pre-funded warrants to purchase
Depositary Shares to certain of the Secured Noteholders, or the December 2023 Private Placement Pre-Funded Warrants, and (B) 354,428 Depositary
Shares to Melior. Between December 21, 2023 and July 12, 2024, we have issued 180,322,400 ordinary shares upon the exercise of December
2023 Private Placement Pre-Funded Warrants issued to the Secured Noteholders.
On December 21, 2023, we completed
the closing of an underwritten public offering, pursuant to which we issued and sold (i) 1,088,887 Class A units, or Class A Units, at
a public offering price of $2.00 per Class A Unit, with each Class A Unit consisting of (a) one Depositary Share, (b) one Series E warrant,
or Series E Warrant, and (c) one Series F warrant, or Series F Warrant, and (ii) 1,911,176 Class B units, or Class B Units, at a public
offering price of $1.9999 per Class B Unit, with each Class B Unit consisting of (a) one pre-funded warrant, exercisable for one Depositary
Share, or the December 2023 Public Offering Pre-Funded Warrants, (b) one Series E Warrant, and (c) one Series F Warrant. The aggregate
gross proceeds to the Company were approximately $6.0 million. Additionally, we issued warrants to purchase 120,003 of our Depositary
Shares in connection with the offering to the underwriter, or the December 2023 Underwriter Warrants.
On February 26, 2024, in connection
with our Company’s obligations a license agreement with Melior, we issued 354,428 Depositary Shares to Bukwang Pharmaceuticals Co.
Ltd.
On April 29, 2024, in connection
with the closing of a Emtora License Agreement, we issued 378,163 Depositary Shares to Emtora.
On May 24, 2024, in connection
with the transactions contemplated by the Warrant Agreements, we issued an aggregate of 3,104,566 Depositary Shares to certain holders
of our Series E Warrants and Series F Warrants, upon the exercise of 1,572,674 Series E Warrants and 1,531,892 Series F Warrants, at an
exercise price of $1.50 per share. In addition, we issued to such holders an aggregate of 2,359,012 Series G warrants, or the Series G
Warrants, and 3,695,218 Series H warrants, or the Series H Warrants. The aggregate gross proceeds to the Company were approximately $6.05
million, before deducting agent fees and expenses. Additionally, we issued warrants to purchase 161,446 of our Depositary Shares in connection
with the offering to Ladenburg, as agent, and certain designees of Ladenburg, or Warrant Agent Warrants.
Between December 21, 2023
and July 12, 2024, we have issued 2,266,906,800 ordinary shares upon the exercise of the pre-funded warrants, Series E Warrants and Series
F Warrants issued in the December 2023 underwritten public offering and private placement, including warrants exercised pursuant to the
terms of the Warrant Agreements.
Options
The Board of Directors has
established the Biodexa Pharmaceuticals PLC Enterprise Management Incentive and Unapproved Share Option Scheme, or Plan, to allow us to
grant options to purchase ordinary shares (in the form of Depositary Shares) to employees and directors of the Company or any of its subsidiaries
for the purpose of attracting, rewarding and retaining such persons. The Plan was originally adopted in December 2014 and amended on April
11, 2024 to govern the grant of tax-advantaged enterprise management incentive stock options and unapproved stock options by the Company.
As of December 31, 2023, there were options to purchase 111,590 ordinary shares. The options lapse after ten years from the date of the
grant. As of December 31, 2023, the weighted average remaining life of the options was 7.3 years.
In connection with our acquisition
of DARA in December 2015, we assumed all of DARA’s outstanding options, or DARA Options. As of December 31, 2023 there were outstanding
DARA Options to purchase 128 ordinary shares with a weighted average remaining life of 1.0 years.
Warrants
October 2019 and May 2020 Warrants
In October 2019, we completed
a private placement with certain institutional investors, or the October Private Placement, where we issued warrants to certain investors,
or the October Private Placement Warrants, and the placement agent, Wainwright, or the Wainwright October Warrants. In May 2020, we completed
a private placement with certain institutional investors, or the May Private Placement, where we issued warrants to certain investors,
or the May Private Placement Warrants, the placement agent, Wainwright, or the Wainwright May Warrants and Armistice, or the May Armistice
Warrants. The following is a brief summary of the October Private Placement Warrants, Wainwright October Warrants, May Private Placement
Warrants, Wainwright May Warrants and the May Armistice Warrants issued in connection with the October Private Placement and May Private
Placement, as applicable, and is subject in all respects to the provisions contained in the applicable warrants, which, with respect to
the October Private Placement Warrants and Wainwright October Warrants, are filed as exhibits to our Report on Form 6-K dated October
24, 2019, and for the May Private Placement Warrants, May Armistice Warrants and Wainwright May Warrants, are filed as exhibits to our
Report on Form 6-K dated May 20, 2020. On December 13, 2022, the exercise price of the October Private Placement Warrants granted to Armistice
and the May Private Placement Warrants was reduced to $320.00. Unless otherwise stated, references to warrants in this section include
the October Private Placement Warrants, May Private Placement Warrants, Wainwright October Warrants and Wainwright May Warrants.
Exercisability. The
October Private Placement Warrants and Wainwright October Warrants became exercisable on December 23, 2019. The May Private Placement
Warrants, May Armistice Warrants and Wainwright May Warrants became exercisable upon issuance. The October Private Placement Warrants,
May Private Placement Warrants and May Armistice Warrants will expire five and one-half years from the initial exercise date, and the
Wainwright October Warrants and Wainwright May Warrants will expire on October 22, 2024 and May 18, 2025, respectively. The holder shall
deliver the aggregate exercise price for the Depositary Shares specified in the exercise notice within two trading days following the
date of exercise (subject to the ‘cashless exercise’ arrangements described below).
Cashless Exercise. With
respect to the October Private Placement Warrants and Wainwright October Warrants, if, more than six months after the date of issuance
of such warrants, there is no effective registration statement registering, or no current prospectus available for, the resale of the
Depositary Shares underlying such warrants, the holder may exercise the warrant, in whole or in part, on a cashless basis. With respect
to the May Private Placement Warrants and Wainwright May Warrants, if there is no effective registration statement registering, or no
current prospectus available for, the resale of the Depositary Shares underlying such warrants, the holder may exercise the warrant, in
whole or in part, on a cashless basis.
Exercise Price. The
exercise price of (i) each October Private Placement Warrant and Wainwright October Warrant is $320.00 and $10,000.00 per Depositary Share,
respectively and (ii) each May Private Placement Warrant, May Armistice Warrant and Wainwright May Warrant is $3,280.00, $320.00 and $3,300.00
per Depositary Share, respectively, each subject to the ‘cashless exercise’ arrangements described above and to adjustment
as described below.
Beneficial Ownership Limitation. A
holder shall have no right to exercise any portion of a warrant, to the extent that, after giving effect to such exercise, such holder,
together with such holder’s affiliates, and any persons acting as a group together with such holder or any such affiliate, would
beneficially own in excess of, at the initial option of the holder thereof, 4.99% or 9.99%, as applicable, of the number of ordinary shares
outstanding immediately after giving effect to the issuance of the ordinary shares underlying the Depositary Shares upon such exercise.
The holder of the warrant, upon notice to us, may increase or decrease the beneficial ownership limitation to a percentage not to exceed
9.99%, provided that any increase in the beneficial ownership limitation shall not be effective until 61 days following notice to us.
Beneficial ownership of the holder and its affiliates will be determined in accordance with Section 13(d) of the Exchange Act, and the
rules and regulations promulgated thereunder.
Stock dividends and stock
splits. If we pay a stock dividend or otherwise make a distribution payable in Depositary Shares or ordinary shares, or any other
equity or equivalent securities, subdivide or combine outstanding Depositary Shares or ordinary shares, or reclassify Depositary Shares,
ordinary shares or any shares of our capital stock, the exercise price of each warrant will be adjusted by multiplying the then exercise
price by a fraction, the numerator of which shall be the number of Depositary Shares (excluding treasury shares, if any) outstanding immediately
before such event, and the denominator of which shall be the number of Depositary Shares outstanding immediately after such event.
Rights Offerings; pro rata
distributions. If we issue ordinary shares equivalents or rights to purchase shares, warrants, securities or other property pro rata
to holders of Depositary Shares, a holder of a warrant will be entitled to acquire, subject to the beneficial ownership limitation described
above, such securities or property that such holder could have acquired if such holder had held the number of Depositary Shares issuable
upon complete exercise of the warrant immediately prior to the date a record is taken for such issuance. If we declare or make any dividend
or other distribution of assets or rights to acquire assets to holders of Depositary Shares or ordinary shares, a holder of a warrant
will be entitled to participate, subject to the beneficial ownership limitation, in such distribution to the same extent that the holder
would have participated therein if the holder had held the number of Depositary Shares issuable upon full exercise of the warrant.
Fundamental Transaction.
If we effect a fundamental transaction, including, among other things, a merger, sale of substantially all of our assets, tender offer,
exchange offer and other business combination transactions, then upon any subsequent exercise of a warrant, the holder thereof shall have
the right to receive, for each ordinary shares represented by the Depositary Shares that would have been issuable upon such exercise immediately
prior to the occurrence of such fundamental transaction, the number of shares of the successor’s or acquiring corporation’s
securities, if it is the surviving corporation, and any additional consideration receivable as a result of such fundamental transaction
by a holder of the number of ordinary shares represented by the Depositary Shares for which the warrant is exercisable immediately prior
to such fundamental transaction.
Transferability. Each
warrant and all rights thereunder are transferable, in whole or in part, upon surrender of the warrant, together with a written assignment
of the warrant subject to applicable securities laws; provided, however, that the Wainwright October Warrants and Wainwright May Warrants
are subject to certain FINRA transfer restrictions. We do not intend to apply for listing of the warrants on any securities exchange or
other trading system.
No Rights as Shareholder
Until Exercise. Except as set forth in the warrants, the holders of the warrants do not have any voting rights, dividends or
other rights as a holder of our capital stock until they exercise the warrants.
May 2020 United Kingdom Placing Warrants
On May 22, 2020, we issued
333,333 units, with each unit comprising one new ordinary share and one warrant. The exercise price of the warrants is £6.80 per
share, and it expires five years and six months from the issuance date. We also issued warrants to purchase a total of 16,400 ordinary
shares to Turner Pope, the placing agent, in connection with the closing of such offering, on the same terms and conditions as the other
investors in the offering.
August 2022 Warrants
On August 3, 2022, we issued
warrants to purchase 16,400 ordinary shares to Strand Hanson Limited, in payment for services rendered. The exercise price of such warrants
is £2.70 per share and they expire three years from the issuance date.
February Placement Agent Warrants
The following is a brief summary
of the February Placement Agent Warrants issued in connection with the February Private Placement and is subject in all respects to the
provisions contained in the warrant, which, is filed as an exhibit to our Report on Form 6-K dated February 9, 2023. All pre-funded warrants,
Series A Warrants and Series B Warrants issued in connection with the February Private Placement have been exercised.
Exercisability. The
February Placement Agent Warrants are exercisable and expire three years from the initial exercise date. The holder shall deliver the
aggregate exercise price for the Depositary Shares specified in the exercise notice within two trading days following the date of exercise
(subject to the ‘cashless exercise’ arrangements described below).
Cashless Exercise. The
February Placement Agent Warrants may only be exercised on a cashless basis if, following a date that is six months from the original
issuance date, at the time of exercise, there is no effective registration statement registering with a current prospectus available for
resale of the Depositary Shares underlying the February Placement Agent Warrants.
Exercise Price. The
exercise price of a portion of the February Placement Agent Warrants are $400.00 per Depositary Share and another portion is $232.00 per
Depositary Share, respectively, each subject to the ‘cashless exercise’ arrangements described above and to adjustment as
described herein.
Beneficial Ownership Limitation. A
holder shall have no right to exercise any portion of a February Placement Agent Warrant, to the extent that, after giving effect to such
exercise, such holder, together with such holder’s affiliates, and any persons acting as a group together with such holder or any
such affiliate, would beneficially own in excess of 4.99% of the number of ordinary shares outstanding immediately after giving effect
to the issuance of the ordinary shares underlying the Depositary Shares upon such exercise. The holder of such warrant, upon notice to
us, may increase or decrease the beneficial ownership limitation to a percentage not to exceed 9.99%, provided that any increase in the
beneficial ownership limitation shall not be effective until 61 days following notice to us. Beneficial ownership of the holder and its
affiliates will be determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder.
Stock dividends and stock
splits. If we pay a stock dividend or otherwise make a distribution payable in Depositary Shares or ordinary shares, or any other
equity or equivalent securities, subdivide or combine outstanding Depositary Shares or ordinary shares, or reclassify Depositary Shares,
ordinary shares or any shares of our capital stock, the exercise price of each February Placement Agent Warrant will be adjusted by multiplying
the then exercise price by a fraction, the numerator of which shall be the number of Depositary Shares (excluding treasury shares, if
any) outstanding immediately before such event, and the denominator of which shall be the number of Depositary Shares outstanding immediately
after such event.
Rights Offerings; pro rata
distributions. If we issue ordinary share equivalents or rights to purchase shares, warrants, securities or other property pro rata
to holders of Depositary Shares, a holder of a February Placement Agent Warrant will be entitled to acquire, subject to the beneficial
ownership limitation described above, such securities or property that such holder could have acquired if such holder had held the number
of Depositary Shares issuable upon complete exercise of the February Placement Agent Warrant immediately prior to the date a record is
taken for such issuance. If we declare or make any dividend or other distribution of assets or rights to acquire assets to holders of
Depositary Shares or ordinary shares, a holder of a February Placement Agent Warrant will be entitled to participate, subject to the beneficial
ownership limitation, in such distribution to the same extent that the holder would have participated therein if the holder had held the
number of Depositary Shares issuable upon full exercise of the February Placement Agent Warrant.
Fundamental Transaction.
If we effect a fundamental transaction, including, among other things, a merger, sale of substantially all of our assets, tender offer,
exchange offer and other business combination transactions, then upon any subsequent exercise of a February Placement Agent Warrant, the
holder thereof shall have the right to receive, for each ordinary shares represented by the Depositary Shares that would have been issuable
upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of the successor’s
or acquiring corporation’s securities, if it is the surviving corporation, and any additional consideration receivable as a result
of such fundamental transaction by a holder of the number of ordinary shares represented by the Depositary Shares for which the February
Placement Agent Warrant is exercisable immediately prior to such fundamental transaction. In addition, in the event of a fundamental transaction
that is (i) an all cash or substantially all cash transaction, (ii) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under
the Exchange Act, or (iii) with certain limited exceptions, a fundamental transaction involving a person or entity not traded on a national
securities exchange or other established trading market, including, but not limited to, the London Stock Exchange, AIM, The New York Stock
Exchange, Inc., The NYSE MKT, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, the OTC QX, the OTC
QB or the Over-the-Counter Bulletin Board, then the Company or any successor entity will pay at the holder’s option, exercisable
at any time concurrently with or within 30 days after the consummation of the fundamental transaction, an amount of cash equal to the
value of the February Placement Agent Warrant as determined in accordance with the Black Scholes option pricing model.
Transferability. Each
placement agent warrant and all rights thereunder are transferable, in whole or in part, upon surrender of the placement agent warrant,
together with a written assignment of the warrant subject to applicable securities laws; provided, however, that the placement agent warrants
are subject to certain FINRA transfer restrictions. We do not intend to apply for listing of the placement agent warrants on any securities
exchange or other trading system.
No Rights as Shareholder
Until Exercise. Except as set forth in the placement agent warrants, the holders of the placement agent warrants do not have
any voting rights, dividends or other rights as a holder of our capital stock until they exercise the placement agent warrants.
Series D Warrants and May 2023 Placement Agent Warrants
The following is a brief summary
of the Series D Warrants and the placement agent warrants, or the May 2023 Placement Agent Warrants, issued in connection with a May 2023
registered direct offering, and is subject in all respects to the provisions contained in the applicable warrants, which, are filed as
exhibits to our Report on Form 6-K dated May 24, 2023. Unless otherwise stated, references to warrants in this subsection include the
Series D Warrants and the May 2023 Placement Agent Warrants. All Series C Warrants in the offering have been exercised.
Exercisability. The
warrants became exercisable on June 14, 2023. The Series D Warrants and May 2023 Placement Agent Warrants expire five years and three
years, respectively from the initial exercise date. The holder shall deliver the aggregate exercise price for the Depositary Shares specified
in the exercise notice within two trading days following the date of exercise (subject to the ‘cashless exercise’ arrangements
described below).
Cashless Exercise. The
Series D Warrants and May 2023 Placement Agent Warrants may be exercised on a cashless basis, if and only if, we have not filed a registration
statement registering the Depositary Shares underlying such warrants within six months of the initial exercise date.
Exercise Price. The
exercise price of each Series D Warrant is $16.00 per Depositary Share and the exercise price of each May 2023 Placement Agent Warrant
is $15.00 per Depositary Share.
Beneficial Ownership Limitation. A
holder shall have no right to exercise any portion of a warrant, to the extent that, after giving effect to such exercise, such holder,
together with such holder’s affiliates, and any persons acting as a group together with such holder or any such affiliate, would
beneficially own in excess of 9.99% (or in the case of the May 2023 Placement Agent Warrants, 4.99%), of the number of ordinary shares
outstanding immediately after giving effect to the issuance of the ordinary shares underlying the Depositary Shares upon such exercise.
The holder of the warrant, upon notice to us, may increase or decrease the beneficial ownership limitation to a percentage not to exceed
9.99%, provided that any increase in the beneficial ownership limitation shall not be effective until 61 days following notice to us.
Beneficial ownership of the holder and its affiliates will be determined in accordance with Section 13(d) of the Exchange Act, and the
rules and regulations promulgated thereunder.
Stock dividends and stock
splits. If we pay a stock dividend or otherwise make a distribution payable in Depositary Shares or ordinary shares, or any other
equity or equivalent securities, subdivide or combine outstanding Depositary Shares or ordinary shares, or reclassify Depositary Shares,
ordinary shares or any shares of our capital stock, the exercise price of each warrant will be adjusted by multiplying the then exercise
price by a fraction, the numerator of which shall be the number of Depositary Shares (excluding treasury shares, if any) outstanding immediately
before such event, and the denominator of which shall be the number of Depositary Shares outstanding immediately after such event.
Rights Offerings; pro rata
distributions. If we issue ordinary share equivalents or rights to purchase shares, warrants, securities or other property pro rata
to holders of Depositary Shares, a holder of a warrant will be entitled to acquire, subject to the beneficial ownership limitation described
above, such securities or property that such holder could have acquired if such holder had held the number of Depositary Shares issuable
upon complete exercise of the warrant immediately prior to the date a record is taken for such issuance. If we declare or make any dividend
or other distribution of assets or rights to acquire assets to holders of Depositary Shares or ordinary shares, a holder of a warrant
will be entitled to participate, subject to the beneficial ownership limitation, in such distribution to the same extent that the holder
would have participated therein if the holder had held the number of Depositary Shares issuable upon full exercise of the warrant.
Fundamental Transaction.
If we effect a fundamental transaction, including, among other things, a merger, sale of substantially all of our assets, tender offer,
exchange offer and other business combination transactions, then upon any subsequent exercise of a warrant, the holder thereof shall have
the right to receive, for each ordinary shares represented by the Depositary Shares that would have been issuable upon such exercise immediately
prior to the occurrence of such fundamental transaction, the number of shares of the successor’s or acquiring corporation’s
securities, if it is the surviving corporation, and any additional consideration receivable as a result of such fundamental transaction
by a holder of the number of ordinary shares represented by the Depositary Shares for which the warrant is exercisable immediately prior
to such fundamental transaction. In addition, with respect to the Series C Warrants, Series D Warrants and the May 2023 Placement Agent
Warrants, in the event of a fundamental transaction that is (i) an all cash or substantially all cash transaction, (ii) a “Rule
13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act, or (iii) with certain limited exceptions, a fundamental transaction
involving a person or entity not traded on a national securities exchange or other established trading market, including, but not limited
to, the London Stock Exchange, AIM, The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Global Select Market, The NASDAQ Global
Market, The NASDAQ Capital Market, the OTC QX, the OTC QB or the Over-the-Counter Bulletin Board, then the Company or any successor entity
will pay at the holder’s option, exercisable at any time concurrently with or within 30 days after the consummation of the fundamental
transaction, an amount of cash equal to the value of the warrant as determined in accordance with the Black Scholes option pricing model.
Transferability. Each
warrant and all rights thereunder are transferable, in whole or in part, upon surrender of the warrant, together with a written assignment
of the warrant subject to applicable securities laws; provided, however, that the May 2023 Placement Agent Warrants are subject to certain
FINRA transfer restrictions. We do not intend to apply for listing of the warrants on any securities exchange or other trading system.
No Rights as Shareholder
Until Exercise. Except as set forth in the warrants, the holders of the warrants do not have any voting rights, dividends or
other rights as a holder of our capital stock until they exercise the warrants.
Series E Warrants, Series F Warrants, December
2023 Private Placement Pre-Funded Warrants, December Public Offering Pre-Funded Warrants and December 2023 Underwriter Warrants
The following is a brief summary
of the Series E Warrants, Series F Warrants, December 2023 Private Placement Pre-Funded Warrants, December Public Offering Pre-Funded
Warrants and the December 2023 Underwriter Warrants issued in connection with the December Private Placements and the December Public
Offering, and is subject in all respects to the provisions contained in the applicable warrants, which, are filed as exhibits to this
Registration Statement on Form F-1. Unless otherwise stated, references to warrants in this subsection include the Series E Warrants,
Series F Warrants, the December 2023 Private Placement Pre-Funded Warrants, December Public Offering Pre-Funded Warrants and the December
2023 Underwriter Warrants.
Exercisability. The
warrants became exercisable on December 21, 2023. The Series E Warrants, Series F Warrants and December 2023 Underwriter Warrants expire
five years, one year and three years, respectively from the initial exercise date. The December 2023 Private Placement Pre-Funded
Warrants and December Public Offering Pre-Funded Warrants are exercisable at any time and do not expire. The holder shall deliver
the aggregate exercise price for the Depositary Shares specified in the exercise notice within two trading days following the date of
exercise (subject to the ‘cashless exercise’ arrangements described below).
Cashless Exercise. If,
at the time a holder exercises its Series E Warrants or Series F Warrants, a registration statement registering the issuance of the
securities underlying the Series E Warrants or Series F Warrants under the Securities Act is not then effective or available and
an exemption from registration under the Securities Act is not available for the issuance of such shares, then in lieu of making the cash
payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead
to receive upon such exercise (either in whole or in part) the net number of Depositary Shares determined according to a formula set forth
in the Series E Warrants and Series F Warrants.
At the time a holder exercises
its December 2023 Private Placement Pre-Funded Warrants or December Public Offering Pre-Funded Warrants, in lieu of making
the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may
elect instead to receive upon such exercise (either in whole or in part) the net number of Depositary Shares determined according to a
formula set forth in the December 2023 Private Placement Pre-Funded Warrants or December Public Offering Pre-Funded Warrants,
as applicable.
Exercise Price. The
exercise price of each Series E Warrant, Series F Warrant, December 2023 Underwriter Warrant, December 2023 Private Placement Pre-Funded
Warrant and December Public Offering Pre-Funded Warrants is $2.20, $2.20, $2.50, $0.0001 and $0.0001 per Depositary Share. Notwithstanding
the foregoing, for investors participating in this offering who hold Series E Warrants, the exercise price of such warrants will be adjusted
to $1.00.
Beneficial Ownership Limitation. A
holder shall have no right to exercise any portion of a warrant, to the extent that, after giving effect to such exercise, such holder,
together with such holder’s affiliates, and any persons acting as a group together with such holder or any such affiliate, would
beneficially own in excess of 9.99% (or in the case of the December 2023 Underwriter Warrants, 4.99%), of the number of ordinary shares
outstanding immediately after giving effect to the issuance of the ordinary shares underlying the Depositary Shares upon such exercise.
The holder of the warrant, upon notice to us, may increase or decrease the beneficial ownership limitation to a percentage not to exceed
9.99%, provided that any increase in the beneficial ownership limitation shall not be effective until 61 days following notice to us.
Beneficial ownership of the holder and its affiliates will be determined in accordance with Section 13(d) of the Exchange Act, and the
rules and regulations promulgated thereunder.
Stock dividends and stock
splits. If we pay a stock dividend or otherwise make a distribution payable in Depositary Shares or ordinary shares, or any other
equity or equivalent securities, subdivide or combine outstanding Depositary Shares or ordinary shares, or reclassify Depositary Shares,
ordinary shares or any shares of our capital stock, the exercise price of each warrant will be adjusted by multiplying the then exercise
price by a fraction, the numerator of which shall be the number of Depositary Shares (excluding treasury shares, if any) outstanding immediately
before such event, and the denominator of which shall be the number of Depositary Shares outstanding immediately after such event.
Rights Offerings; pro rata
distributions. If we issue ordinary share equivalents or rights to purchase shares, warrants, securities or other property pro rata
to holders of Depositary Shares, a holder of a warrant will be entitled to acquire, subject to the beneficial ownership limitation described
above, such securities or property that such holder could have acquired if such holder had held the number of Depositary Shares issuable
upon complete exercise of the warrant immediately prior to the date a record is taken for such issuance. If we declare or make any dividend
or other distribution of assets or rights to acquire assets to holders of Depositary Shares or ordinary shares, a holder of a warrant
will be entitled to participate, subject to the beneficial ownership limitation, in such distribution to the same extent that the holder
would have participated therein if the holder had held the number of Depositary Shares issuable upon full exercise of the warrant.
Fundamental Transaction.
If we effect a fundamental transaction, including, among other things, a merger, sale of substantially all of our assets, tender offer,
exchange offer and other business combination transactions, then upon any subsequent exercise of a warrant, the holder thereof shall have
the right to receive, for each ordinary shares represented by the Depositary Shares that would have been issuable upon such exercise immediately
prior to the occurrence of such fundamental transaction, the number of shares of the successor’s or acquiring corporation’s
securities, if it is the surviving corporation, and any additional consideration receivable as a result of such fundamental transaction
by a holder of the number of ordinary shares represented by the Depositary Shares for which the warrant is exercisable immediately prior
to such fundamental transaction. In addition, with respect to the Series E Warrants, Series F Warrants and the December 2023 Underwriter
Warrants, in the event of a fundamental transaction that is (i) an all cash or substantially all cash transaction, (ii) a “Rule
13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act, or (iii) with certain limited exceptions, a fundamental transaction
involving a person or entity not traded on a national securities exchange or other established trading market, including, but not limited
to, the London Stock Exchange, AIM, The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Global Select Market, The NASDAQ Global
Market, The NASDAQ Capital Market, the OTC QX, the OTC QB or the Over-the-Counter Bulletin Board, then the Company or any successor entity
will pay at the holder’s option, exercisable at any time concurrently with or within 30 days after the consummation of the fundamental
transaction, an amount of cash equal to the value of the warrant as determined in accordance with the Black Scholes option pricing model.
Transferability. Each
warrant and all rights thereunder are transferable, in whole or in part, upon surrender of the warrant, together with a written assignment
of the warrant subject to applicable securities laws; provided, however, that the Underwriter Warrants are subject to certain FINRA transfer
restrictions. We do not intend to apply for listing of the warrants on any securities exchange or other trading system.
No Rights as Shareholder
Until Exercise. Except as set forth in the warrants, the holders of the warrants do not have any voting rights, dividends or
other rights as a holder of our capital stock until they exercise the warrants.
Series G Warrants, Series H Warrants and
Warrant Agent Warrants
The following is a brief summary
of the Series G Warrants, Series H Warrants and Warrant Agent Warrants issued in connection with the Closing and is subject in all respects
to the provisions contained in the applicable warrants, which, are filed as exhibits to our Registration Statement on Form F-1, filed
with the SEC on June 6, 2024. Unless otherwise stated, references to warrants in this subsection include the Series G Warrants, Series
H Warrants and Warrant Agent Warrants.
Exercisability. The
warrants became exercisable on May 24, 2024. The Series G Warrants, Series H Warrants and Warrant Agent Warrants expire five years, five
years and three years, respectively from the initial exercise date. The holder shall deliver the aggregate exercise price for the Depositary
Shares specified in the exercise notice within two trading days following the date of exercise (subject to the ‘cashless exercise’
arrangements described below).
Cashless Exercise. If,
at the time a holder exercises its warrants, a registration statement registering the issuance of the securities underlying the warrants
under the Securities Act is not then effective or available and an exemption from registration under the Securities Act is not available
for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in
payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net
number of Depositary Shares determined according to a formula set forth in the warrants.
Exercise Price. The
exercise price of each Series G Warrant, Series H Warrant and Warrant Agent Warrants is $2.50 per Depositary Share. Notwithstanding
the foregoing, for investors participating in this offering who hold Series G Warrants or Series H Warrants, the exercise price of such
warrants will be adjusted to $1.00.
Beneficial Ownership Limitation. A
holder shall have no right to exercise any portion of a warrant, to the extent that, after giving effect to such exercise, such holder,
together with such holder’s affiliates, and any persons acting as a group together with such holder or any such affiliate, would
beneficially own in excess of 9.99% or 4.99%, at the holders determination, of the number of ordinary shares outstanding immediately after
giving effect to the issuance of the ordinary shares underlying the Depositary Shares upon such exercise. The holder of the warrant, upon
notice to us, may increase or decrease the beneficial ownership limitation to a percentage not to exceed 9.99%, provided that any increase
in the beneficial ownership limitation shall not be effective until 61 days following notice to us. Beneficial ownership of the holder
and its affiliates will be determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated
thereunder.
Stock dividends and stock
splits. If we pay a stock dividend or otherwise make a distribution payable in Depositary Shares or ordinary shares, or any other
equity or equivalent securities, subdivide or combine outstanding Depositary Shares or ordinary shares, or reclassify Depositary Shares,
ordinary shares or any shares of our capital stock, the exercise price of each warrant will be adjusted by multiplying the then exercise
price by a fraction, the numerator of which shall be the number of Depositary Shares (excluding treasury shares, if any) outstanding immediately
before such event, and the denominator of which shall be the number of Depositary Shares outstanding immediately after such event.
Rights Offerings; pro rata
distributions. If we issue ordinary shares equivalents or rights to purchase shares, warrants, securities or other property pro rata
to holders of Depositary Shares, a holder of a warrant will be entitled to acquire, subject to the beneficial ownership limitation described
above, such securities or property that such holder could have acquired if such holder had held the number of Depositary Shares issuable
upon complete exercise of the warrant immediately prior to the date a record is taken for such issuance. If we declare or make any dividend
or other distribution of assets or rights to acquire assets to holders of Depositary Shares or ordinary shares, a holder of a warrant
will be entitled to participate, subject to the beneficial ownership limitation, in such distribution to the same extent that the holder
would have participated therein if the holder had held the number of Depositary Shares issuable upon full exercise of the warrant.
Fundamental Transaction.
If we effect a fundamental transaction, including, among other things, a merger, sale of substantially all of our assets, tender offer,
exchange offer and other business combination transactions, then upon any subsequent exercise of a warrant, the holder thereof shall have
the right to receive, for each ordinary shares represented by the Depositary Shares that would have been issuable upon such exercise immediately
prior to the occurrence of such fundamental transaction, the number of shares of the successor’s or acquiring corporation’s
securities, if it is the surviving corporation, and any additional consideration receivable as a result of such fundamental transaction
by a holder of the number of ordinary shares represented by the Depositary Shares for which the warrant is exercisable immediately prior
to such fundamental transaction. In addition, in the event of a fundamental transaction that is (i) an all cash or substantially all cash
transaction, (ii) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act, or (iii) with certain limited
exceptions, a fundamental transaction involving a person or entity not traded on a national securities exchange or other established trading
market, including, but not limited to, the London Stock Exchange, AIM, The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Global
Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, the OTC QX, the OTC QB or the Over-the-Counter Bulletin Board, then
the Company or any successor entity will pay at the holder’s option, exercisable at any time concurrently with or within 30 days
after the consummation of the fundamental transaction, an amount of cash equal to the value of the warrant as determined in accordance
with the Black Scholes option pricing model.
Transferability. Each
warrant and all rights thereunder are transferable, in whole or in part, upon surrender of the warrant, together with a written assignment
of the warrant subject to applicable securities laws; provided, however, that the Warrant Agent Warrants are subject to certain FINRA
transfer restrictions. We do not intend to apply for listing of the warrants on any securities exchange or other trading system.
No Rights as Shareholder
Until Exercise. Except as set forth in the warrants, the holders of the warrants do not have any voting rights, dividends or
other rights as a holder of our capital stock until they exercise the warrants.
Articles of Association
The following is a summary
of certain provisions of our Articles of Association. Please note that this is only a summary and is not intended to be exhaustive. For
further information please refer to the full version of our Articles of Association, which is included as an exhibit to our Annual Report.
Shares and Rights Attaching to Them
Objects
The objects of our Company
are unrestricted.
Share Rights
Subject to any special rights
attaching to shares already in issue, our shares may be issued with or have attached to them any preferred, deferred or other special
rights or privileges or be subject to such restrictions as we may resolve by ordinary resolution of the shareholders or decision of our
board.
Voting Rights
Without prejudice to any rights
or restrictions as to voting rights attached to any shares forming part of our share capital from time to time, the voting rights attaching
to shares are as follows:
| · | on a show of hands every shareholder who is present in person and each duly authorized representative
present in person of a shareholder that is a corporation shall have one vote; |
| · | on a show of hands, each proxy present in person has one vote for and one vote against a resolution if
the proxy has been duly appointed by more than one shareholder and the proxy has been instructed by one or more of those shareholders
to vote for the resolution and by one or more other of those shareholders to vote against it;
|
| · | on a show of hands, each proxy present in person has one vote for and one vote against a resolution if
the proxy has been duly appointed by more than one shareholder entitled to vote on the resolution and either: (1) the proxy has been instructed
by one or more of those shareholders to vote for the resolution and has been given any discretion by one or more other of those shareholders
to vote and the proxy exercises that discretion to vote against it; or (2) the proxy has been instructed by one or more of those shareholders
to vote against the resolution and has been given any discretion by one or more other of those shareholders to vote and the proxy exercises
that discretion to vote for it; and |
| · | on a poll every shareholder who is present in person or by proxy shall have one vote for each share of
which he is the holder. |
At any general meeting a resolution
put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded. Subject to the provisions of the Companies
Act, as described in “Differences in Corporate Law - Voting Rights” in this prospectus supplement, a poll may be demanded
by:
| · | the chairman of the meeting; |
| · | at least five shareholders present in person or by proxy and entitled to vote; |
| · | any shareholder(s) present in person or by proxy and representing in the aggregate not less than 10% of
the total voting rights of all shareholders having the right to vote on the resolution; or |
| · | any shareholder(s) present in person or by proxy and holding shares conferring a right to vote on the
resolution on which there have been paid up sums in the aggregate equal to not less than 10% of the total sums paid up on all shares conferring
that right. |
Restrictions on Voting
No shareholder shall be entitled
to vote at any general meeting or at any separate class meeting in respect of any share held by him unless all calls or other sums payable
by him in respect of that share have been paid.
The Board of Directors may
from time to time make calls upon the shareholders in respect of any money unpaid on their shares and each shareholder shall (subject
to at least 14 days’ notice specifying the time or times and place of payment) pay at the time or times so specified the amount
called on his shares. If a call remains unpaid after it has become due and payable, and the fourteen days’ notice provided by the
Board of Directors has not been complied with, any share in respect of which such notice was given may be forfeited by a resolution of
the Board of Directors.
A shareholder’s right
to attend general or class meetings of the Company or to vote in respect of his shares may be suspended by the Board of Directors in accordance
with our Articles of Association if he fails to comply with a proper request for the disclosure of interests regarding the shares. See
“Other United Kingdom Law Considerations—Disclosure of Interest in Shares” in this prospectus supplement.
Dividends
We may, by ordinary resolution,
declare a dividend to be paid to the share owners according to their respective rights and interests in profits, and may fix the time
for payment of such dividend. No dividend may be declared in excess of the amount recommended by the directors. The Board of Directors
may from time to time declare and pay to our share owners such interim dividends as appear to the directors to be justified by our profits
available for distribution. There are no fixed dates on which entitlement to dividends arises on our ordinary shares.
The share owners may pass
on the recommendation of the directors, an ordinary resolution to direct that all or any part of a dividend to be paid by distributing
specific assets, in particular paid up shares or debentures of any other body corporate. Our articles of association also permit, with
the prior authority of an ordinary resolution of shareholders, a scrip dividend scheme under which share owners may be given the opportunity
to elect to receive fully paid ordinary shares instead of cash, or a combination of shares and cash, with respect to future dividends.
By the way of the exercise
of a lien, if a share owner owes us any money relating in any way to shares, the Board of Directors may deduct any of this money from
any dividend on any shares held by the share owner, or from other money payable by us in respect of the shares. Money deducted in this
way may be used to pay the amount owed to us.
Unclaimed dividends and other
money payable in respect of a share can be invested or otherwise used by directors for our benefit until they are claimed. A dividend
or other money remaining unclaimed 12 years after it first became due for payment will be forfeited and shall revert to the Company.
A shareholder’s right
to receive dividends on his shares may, if they represent more than 0.25% of the issued shares of that class, be suspended by the directors
if he fails to comply with a proper request for the disclosure of interests regarding the shares. See “Other United Kingdom Law
Considerations—Disclosure of Interests in Shares” in this prospectus supplement.
Change of Control
There is no specific provision
in our Articles of Association that would have the effect of delaying, deferring or preventing a change of control. We are, however, subject
to the provisions of the United Kingdom City Code on Takeovers and Mergers, or the City Code, which contains detailed provisions regulating
the timing and manner of any takeover offer for those of the Company’s shares which confer voting rights. See “Other United
Kingdom Law Considerations—City Code on Takeovers and Mergers” in this prospectus supplement.
Variation of Rights
Whenever our share capital
is divided into different classes of shares, all or any of the rights attached to any class may be varied or abrogated in such manner
(if any) as may be provided by those rights or (in the absence of any such provision) either with the consent in writing of the holders
of at least 75% of the issued shares of that class or with the authority of a special resolution passed at a separate general meeting
of the holders of the shares of that class.
Alteration of Share Capital and Repurchases
Subject to the provisions
of the Companies Act, and without prejudice to any relevant special rights attached to any class of shares, we may, from time to time:
| · | increase our share capital by allotting and issuing new shares in accordance with our articles of association
and any relevant shareholder resolution; |
| · | consolidate all or any of our share capital into shares of a larger nominal amount (i.e., par value) than
the existing shares; |
| · | subdivide any of our shares into shares of a smaller nominal amount (i.e., par value) than our existing
shares; or |
| · | redenominate our share capital or any class of share capital. |
Preemptive Rights and New Issuance of Shares
Under the Companies Act, the
issuance of equity securities (except shares held under an employees’ share scheme) that are to be paid for wholly in cash must
be offered first to the existing holders of equity securities in proportion to the respective nominal amounts (i.e., par values) of their
holdings on the same or more favorable terms, unless a special resolution to the contrary has been passed or the articles of association
otherwise provide an exclusion from this requirement (which exclusion can be for a maximum of five years after which our shareholders’
approval would be required to renew the exclusion). In this context, “equity securities” means ordinary shares (and would
exclude shares that, with respect to dividends or capital, carry a right to participate only up to a specified amount in a distribution),
and any and all rights to subscribe for or convert securities into such ordinary shares. This differs from U.S. law, under which shareholders
generally do not have pre-emptive rights unless specifically granted in the certificate of incorporation or otherwise.
The Board seeks general authority
to allot shares on a non-pre-emptive basis at each annual general meeting. By way of resolutions passed at our annual general meetings
held on June 14, 2023 and June 13, 2024, authorities were given to the directors to generally allot shares in the Company, or to grant
rights to subscribe for or to convert or exchange any security into shares in the Company, up to an aggregate nominal amount of £140,000,000,
for a period up to the conclusion of our annual general meeting to be held in 2027. Pre-emptive rights under the Companies Act will not
apply in respect of allotment of shares for cash made pursuant to such authority.
Transfer of Shares
Any certificated shareholder
may transfer all or any of his shares by an instrument of transfer in the usual common form or in any other manner which is permitted
by the Companies Act and approved by the Board of Directors. Any written instrument of transfer shall be signed by or on behalf of the
transferor and (in the case of a partly paid share) the transferee.
All transfers of uncertificated
shares shall be made in accordance with and subject to the provisions of the Uncertificated Securities Regulations 2001 and the facilities
and requirements of its relevant system. The Uncertificated Securities Regulations 2001 permit shares to be issued and held in uncertificated
form and transferred by means of a computer-based system.
The Board of Directors may
decline to register any transfer of any share unless it is:
| · | a share on which the Company has no lien; |
| · | in respect of only one class of shares; |
| · | in favor of a single transferee or not more than four transferees; |
| · | duly stamped or duly certificated or otherwise shown the satisfaction of the Board of Directors to be
exempt from any required stamp duty; or |
| · | delivered for registration at the Company’s registered office or such other place as the Board of
Directors may decide, accompanied by the certificate for the shares to which it relates (other than uncertificated shares) and any other
evidence the Board of Directors may reasonably require to provide the title to such share of the transferor. |
If the Board of Directors
declines to register a transfer it shall, as soon as practicable and in any event within two months after the date on which the transfer
is lodged, send to the transferee notice of the refusal, together with reasons for the refusal.
CREST
CREST is a computerized paperless
share transfer and settlement system which allows securities to be transferred by electronic means, without the need for a written instrument
of transfer. The Articles of Association are consistent with CREST membership and, among other things, allow for the holding and transfer
of shares in uncertificated form.
Shareholder Meetings
Annual General Meetings
In accordance with the Companies
Act, we are required in each year to hold an annual general meeting in addition to any other general meetings in that year and to specify
the meeting as such in the notice convening it. The annual general meeting shall be convened whenever and wherever the board sees fit,
subject to the requirements of the Companies Act.
Notice of General Meetings
Subject to certain conditions,
holders of Depositary Shares are entitled to receive notices under the terms of the deposit agreement relating to the Depositary Shares.
See “Description of American Depositary Shares—Voting Rights” in this prospectus supplement.
Quorum of General Meetings
No business shall be transacted
at any general meeting unless a quorum is present, but the absence of a quorum shall not preclude the appointment, choice or election
of a chairman which shall not be treated as part of the business of the meeting. At least two shareholders present in person or by proxy
and entitled to vote shall be a quorum for all purposes.
Class Meetings
The provisions in the Articles
of Association relating to general meetings apply to every separate general meeting of the holders of a class of shares except that:
| · | no member, other than a member of the Board of Directors, shall be entitled to notice of it or attend
such meeting unless he is a holder of shares of that class; |
| · | the quorum for such class meeting shall be two holders in person or by proxy representing not less than
one-third in nominal value of the issued shares of the class; |
| · | at the class meeting, a holder of shares of the class present in person or by proxy may demand a poll
and shall on a poll be entitled to one vote for every share of the class held by him; and |
| · | if at any adjourned meeting of such holders a quorum is not present at the meeting, one holder of shares
of the class present in person or by proxy at an adjourned meeting constitutes a quorum. |
Directors
Number of Directors
We may not have less than
two directors on our Board of Directors. We have no maximum number of directors, though we may fix a maximum number by ordinary resolution
of the shareholders. We may, by ordinary resolution of the shareholders, vary the minimum and any maximum number of directors from time
to time.
Appointment of Directors
Subject to the provisions
of the Articles of Association, we may, by ordinary resolution of the shareholders, elect any person to be a director, either to fill
a casual vacancy or as an addition to the existing board.
Without prejudice to the power
to appoint any person to be a director by shareholder resolution, the Board of Directors has the power to appoint any person to be a director,
either to fill a casual vacancy or as an addition to the existing Board of Directors. Any director appointed by the Board of Directors
will hold office only until the earlier to occur of the close of the next following annual general meeting and someone being appointed
in his stead at that meeting. Such a director is eligible for re-election at that meeting but shall not be taken into account in determining
the directors or the number of directors who are to retire by rotation at such meeting.
Rotation of Directors
At every annual general meeting,
one-third of the directors or, if their number is not a multiple of three, then the number nearest to and not exceeding one-third, shall
retire from office and each director must retire from office at least once every three years. If there are fewer than three directors,
one director shall make himself or herself available for re-election.
The directors to retire on
each occasion shall be those subject to retirement by rotation who have been longest in office since their last election, but as between
persons who became or were re-elected directors on the same day those to retire shall (unless they otherwise agree amongst themselves)
be determined by lot.
A director who retires at
the annual general meeting shall be eligible for re-election.
The shareholders may, at the
meeting at which a director retires, fill the vacated office by electing a person and in default the retiring director shall, if willing
to continue to act, be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office
or unless a resolution for the re-election of such director shall have been put to the meeting and lost or such director has given notice
in writing to us that he is unwilling to be re-elected or such director has attained the retirement age applicable to him as director
pursuant to the Companies Act.
Director’s Interests
The Board of Directors may
authorize, to the fullest extent permitted by law, any matter proposed to them which would otherwise result in a director infringing his
duty to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with our
interests and which may reasonably be regarded as likely to give rise to a conflict of interest. A director shall not, save as otherwise
agreed by him, be accountable to us for any benefit which he (or a person connected with him) derives from any matter authorized by the
directors and any contract, transaction or arrangement relating thereto shall not be liable to be avoided on the grounds of any such benefit.
Subject to the requirements
under Sections 175, 177 and 182 of the Companies Act (which require a director to avoid a situation in which he has, or can have, a direct
or indirect interest that conflicts, or possibly conflicts, with our interests, and to declare any interest that he has, whether directly
or indirectly, in a proposed or existing transaction or arrangement with us), and provided that he has disclosed to the Board of Directors
the nature and extent of any interest of his in accordance with the Companies Act and the Articles of Association, a director notwithstanding
his office:
| · | may be a party to, or otherwise interested in, any transaction or arrangement with us or in which we are
otherwise interested; |
| · | may be a director or other officer of, or employed by, or a party to any transaction or arrangement with,
or otherwise interested in, any body corporate promoted by us or in which we are otherwise interested; and |
| · | shall not, by reason of his office, be accountable to us for any benefit which he derives from any such
office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction
or arrangement shall be liable to be avoided on the ground of any such interest or benefit. |
In the case of interests arising
where a director is in any way, directly or indirectly, interested in (a) a proposed transaction or arrangement with us or (b) a transaction
or arrangement that has been entered into by us and save as otherwise provided by the Articles of Association, such director shall not
vote at a meeting of the Board of Directors or of a committee of the Board of Directors on any resolution concerning such matter in which
he has a material interest (otherwise than by virtue of his interest in shares, debentures or other securities of, or otherwise in or
through, us) unless his interest or duty arises only because the case falls within one or more of the following paragraphs:
| · | the resolution relates to the giving to him or a person connected with him of a guarantee, security or
indemnity in respect of money lent to, or an obligation incurred by him or such a person at the request of or for the benefit of, us or
any of our subsidiaries; |
| · | the resolution relates to the giving of a guarantee, security or indemnity in respect of a debt or obligation
of ours or any of our subsidiaries for which the director or a person connected with him has assumed responsibility in whole or part under
a guarantee or indemnity or by the giving of security; |
| · | the resolution relates in any way to any other company in which he is interested, directly or indirectly
and whether as an officer or shareholder or otherwise howsoever, provided that he and any persons connected with him do not to his knowledge
hold an interest in shares representing one per cent or more of any class of the equity share capital of such company or of the voting
rights available to shareholder of such company; |
| · | the resolution relates in any way to an arrangement for the benefit of our employees or any employees
of our subsidiaries which does not award him as such any privilege or benefit not generally awarded to the employees to whom such arrangement
relates; |
| · | the resolution relates in any way to the purchase or maintenance for the directors of insurance; or |
| · | the resolution is in respect of any matter in which the interest of the director cannot reasonably be
regarded as conflicting. |
A director shall not be counted
in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
If a question arises at a
meeting of the Board of Directors or of a committee of the Board of Directors as to the right of a director to vote or be counted in the
quorum, and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, the question
may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any director other
than himself shall be final and conclusive except in a case where the nature or extent of the interest of the director concerned has not
been fairly disclosed.
An interest of a person connected
with a director shall be treated as an interest of the director and Section 252 of the Companies Act shall determine whether a person
is connected with a director.
Directors’ Fees and Remuneration
Each of the directors shall
be paid a fee at such rate as may from time to time be determined by the Board of Directors (or for the avoidance of doubt any duly authorized
committee of the Board of Directors) provided that the aggregate of all such fees so paid to directors shall not exceed £600,000
per annum, or such higher amount as may from time to time be determined by ordinary resolution of shareholders.
Each director may be paid
his reasonable traveling, hotel and other expenses of attending and returning from meetings of the Board of Directors or committees thereof
of or general meetings or separate meetings of the holders class of shares or of debentures and shall be paid all expenses properly and
reasonably incurred by him in the conduct of the Company’s business or in the discharge of his duties as a director. Any director
who, by request, goes or resides abroad for any purposes required by us or who performs services which in the opinion of the Board of
Directors go beyond the ordinary duties of a director may be paid such extra remuneration as the Board of Directors may determine.
An executive director shall
receive such remuneration as the Board of Directors may determine, and either in addition to or in lieu of his remuneration as a director
as detailed above.
Age Limitations and Share Ownership
We do not have any age limitations
for our directors, nor do we have mandatory retirement as a result of reaching a certain age. Our directors are not required to hold any
shares in the Company.
Borrowing Power
Our directors may exercise
all the powers of the Company to borrow or raise money and mortgage or charge all or any part of our undertaking, property and assets
(present and future), and uncalled capital. Subject to the Companies Act, the directors may also create and issue debentures, other loan
stock and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any
third party. Our directors are required to restrict the borrowings of the Company to ensure that the aggregate principal amount of borrowings
at any one time outstanding and all of its subsidiary undertakings (other than intra-Group borrowing) shall not at any time, without the
previous sanction of an ordinary resolution of the Company, exceed two times the gross asset value of the Company and our subsidiaries.
Liability of Biodexa and its Directors and
Officers
Subject to the provisions
on indemnities set out in Companies Act, every director, alternate director or former director (and of any associated company) shall be
entitled to be indemnified out of our assets against all costs and liabilities incurred by him or her in relation to any proceedings or
any regulatory investigation or action which relate to anything done or omitted or alleged to have been done or omitted by him or her
as a director so long as the indemnities do not cover liability for breach of duty to the Company or cover any fine, costs or related
expense in connection with any proceedings for default on the part of the director. Lawful indemnities extend to the provision of funds
to him or her by the Company to meet expenditure incurred or to be incurred by him in defending himself in any proceedings (whether civil
or criminal) or in connection with an application for statutory relief or in an investigation by a regulatory authority which must however
be repaid where such proceedings, application, investigation or action are in connection with any alleged negligence, default, breach
of duty or breach of trust by him or her in relation to the Company (or any associated company of ours) and he or she is convicted or
found in default thereof. Under English law, any provision that purports to exempt a director of a company (to any extent) from any liability
that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company
is void.
Under a deed poll declared
by us on August 5, 2015, or a Deed of Indemnity, our Board of Directors and our Company Secretary are indemnified against costs and liabilities
incurred in connection with their office, other than any liability owed by such person to the Company itself (or any of our associated
entities) and other than indemnification for liabilities in certain circumstances, which are prohibited by virtue of the Companies Act.
The Deed of Indemnity provides that a director may also be lent sums to finance any relevant defense costs, provided that, in the event
such proceedings involve criminal or civil matters in which the person is convicted or has a judgment made against him or her, then such
loan must be repaid. Our total aggregate liability of Biodexa under the Deed of Indemnity is £5 million.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to a charter
provision, by-law, contract, arrangements, statute or otherwise, we acknowledge that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Other United Kingdom Law Considerations
Mandatory Purchases and Acquisitions
Pursuant to Sections 979 to
991 of the Companies Act, where a takeover offer has been made for us and the offeror has acquired or unconditionally contracted to acquire
not less than 90% in value of the shares to which the offer relates and not less than 90% of the voting rights carried by those shares,
the offeror may give notice to the holder of any shares to which the offer relates which the offeror has not acquired or unconditionally
contracted to acquire that he wishes to acquire, and is entitled to so acquire, those shares on the same terms as the general offer. The
offeror would do so by sending a notice to the outstanding minority shareholders telling them that it will compulsorily acquire their
shares. Such notice must be sent within three months of the last day on which the offer can be accepted in the prescribed manner. The
squeeze-out of the minority shareholders can be completed at the end of six weeks from the date the notice has been given, following which
the offeror can execute a transfer of the outstanding shares in its favor and pay the consideration to us, and we would hold the consideration
on trust for the outstanding minority shareholders. The consideration offered to the outstanding minority shareholders whose shares are
compulsorily acquired under the Companies Act must, in general, be the same as the consideration that was available under the takeover
offer.
Sell Out
The Companies Act also gives
our minority shareholders a right to be bought out in certain circumstances by an offeror who has made a takeover offer for all of our
shares. The holder of shares to which the offer relates, and who has not otherwise accepted the offer, may require the offeror to acquire
his shares if, prior to the expiry of the acceptance period for such offer, (i) the offeror has acquired or agreed to acquire not less
than 90% in value of the voting shares, and (ii) not less than 90% of the voting rights carried by those shares. The offeror may impose
a time limit on the rights of minority shareholders to be bought out that is not less than three months after the end of the acceptance
period. If a shareholder exercises his rights to be bought out, the offeror is required to acquire those shares on the terms of this offer
or on such other terms as may be agreed.
Disclosure of Interest in Shares
Pursuant to Part 22 of the
Companies Act, we are empowered by notice in writing to any person whom we know or have reasonable cause to believe to be interested in
our shares, or at any time during the three years immediately preceding the date on which the notice is issued has been so interested,
requiring such person within a reasonable time to disclose to us particulars of that person’s interest and (so far as is within
his knowledge) particulars of any other interest that subsists or subsisted in those shares. The Articles of Association specify that
a response is required from such person within 14 days after service of any such notice.
Under the Articles of Association,
if a person defaults in supplying us with the required particulars in relation to the shares in question, or Default Shares, the directors
may by notice direct that:
| · | in respect of the Default Shares, the relevant member shall not be entitled to attend or vote (either
in person or by proxy) at any general meeting or of a general meeting of the holders of a class of shares or upon any poll or to exercise
any right conferred by the Default Shares; and/or |
| · | where the Default Shares represent at least 0.25% of their class, (a) any dividend (or any part of a dividend)
payable in respect of the Default Shares shall be retained by us without liability to pay interest, (b) the shareholder may not be entitled
to elect to receive shares instead of a dividend, and (c) no transfers by the relevant member of any Default Shares may be registered
(unless the member himself is not in default and the transfer does not relate to Default Shares, the transfer is exempt or that the transfer
is permitted under the U.K. Uncertificated Securities Regulations 2001). |
Purchase of Own Shares
Under English law, a limited
company may only purchase or redeem its own shares out of the distributable profits of the company or the proceeds of a fresh issue of
shares made for the purpose of financing the purchase, provided that they are not restricted from doing so by their articles. A limited
company may not purchase or redeem its own shares if, as a result of the purchase, there would no longer be any issued shares of the company
other than redeemable shares or shares held as treasury shares. Shares must be fully paid in order to be repurchased.
Subject to the above, we may
purchase our own shares in the manner prescribed below. We may make a market purchase of our own fully paid shares pursuant to an ordinary
resolution of shareholders. The resolution authorizing the purchase must:
| · | specify the maximum number of shares authorized to be acquired; |
| · | determine the maximum and minimum prices that may be paid for the shares; and |
| · | specify a date, not being later than five years after the passing of the resolution, on which the authority
to purchase is to expire. |
We may purchase our own fully
paid shares otherwise than on a recognized investment exchange pursuant to a purchase contract authorized by resolution of shareholders
before the purchase takes place. Any authority will not be effective if any shareholder from whom we propose to purchase shares votes
on the resolution and the resolution would not have been passed if he had not done so. The resolution authorizing the purchase must specify
a date, not being later than five years after the passing of the resolution, on which the authority to purchase is to expire.
Distributions and Dividends
Under the Companies Act, before
a company can lawfully make a distribution or dividend, it must ensure that it has sufficient distributable reserves (on a non-consolidated
basis). The basic rule is that a company’s profits available for the purpose of making a distribution are its accumulated, realized
profits, so far as not previously utilized by distribution or capitalization, less its accumulated, realized losses, so far as not previously
written off in a reduction or reorganization of capital duly made. The requirement to have sufficient distributable reserves before a
distribution or dividend can be paid applies to us and to each of our subsidiaries that has been incorporated under English law.
It is not sufficient that
we, as a public company, have made a distributable profit for the purpose of making a distribution. An additional capital maintenance
requirement is imposed on us to ensure that the net worth of the company is at least equal to the amount of its capital. A public company
can only make a distribution:
| · | if, at the time that the distribution is made, the amount of its net assets (that is, the total excess
of assets over liabilities) is not less than the total of its called up share capital and undistributable reserves; and |
| · | if, and to the extent that, the distribution itself, at the time that it is made, does not reduce the
amount of the net assets to less than that total. |
City Code on Takeovers and Mergers
The Company is a public limited
company incorporated in, and with its registered office in, the United Kingdom but its securities are not 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 shall only apply to the Company if it is considered by the United Kingdom Panel on Takeovers and Mergers, or 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 way in which the test for central management and control is applied for the purposes of the City Code may be different
from the way in which it is applied by the United Kingdom tax authorities, HMRC. Under the City Code, the Panel typically considers where
the majority of the directors of the Company are resident, amongst other factors, for the purposes of determining where the Company has
its place of central management and control. Three of the four directors of the Company are currently resident in the United Kingdom and
the place of central management and control of the Company is intended, for the time being, to remain in the United Kingdom meaning that
the Company and its shareholders will have the benefit of the protections that the City Code affords, including, but not limited to, under
Rule 9 of the City Code as set out below.
The City Code is issued and
administered by the Panel. The City Code provides a framework within which takeovers of companies subject to it are conducted. In particular,
the City Code contains certain rules in respect of mandatory offers. Under Rule 9 of the City Code, if a person:
| · | acquires an interest in our shares which, when taken together with shares in which he or persons acting
in concert with him are interested, carries 30% or more of the voting rights of our shares; or |
| · | who, together with persons acting in concert with him, is interested in shares that in the aggregate carry
not less than 30% and not more than 50% of the voting rights in us, acquires additional interests in shares that increase the percentage
of shares carrying voting rights in which that person is interested, |
the acquirer, and depending on the circumstances,
its concert parties would be required (except with the consent of the Panel) to make a cash offer for our outstanding shares at a price
not less than the highest price paid for any interests in the shares by the acquirer or its concert parties during the previous 12 months.
Notwithstanding the above,
the Company may cease to be subject to the City Code in the future if there are any changes that lead to the Company being deemed to no
longer have its place of central management and control in the United Kingdom, Channel Islands or the Isle of Man.
Exchange Controls
There are no governmental
laws, decrees, regulations or other legislation in the United Kingdom that may affect the import or export of capital, including the availability
of cash and cash equivalents for use by us, or that may affect the remittance of dividends, interest, or other payments by us to non-resident
holders of our ordinary shares or Depositary Shares, other than withholding tax requirements. There is no limitation imposed by English
law or in the Articles of Association on the right of non-residents to hold or vote shares.
description
of american depositary shares
Our Depositary Shares
are deposited pursuant to the Second Amended and Restated Deposit Agreement dated December 18, 2023, among the Company, JPMorgan Chase
Bank, N.A., as depositary, ands holders and beneficial owners of American Depositary Receipts, or the Deposit Agreement. The depositary registers
and delivers the Depositary Shares. Each Depositary Share represents ownership of 400 ordinary shares that we will deposit with
the custodian, as agent of the depositary, under the Deposit Agreement.
The depositary's office is
located at 383 Madison Avenue, Floor 11, New York, NY 10179.
The Depositary Share-to-share
ratio is subject to amendment as provided in the form of American Depositary Receipt, or ADR, (which may give rise to fees contemplated
by the form of ADR). In the future, each Depositary Share will also represent any securities, cash or other property deposited with the
depositary but which they have not distributed directly to you.
A beneficial owner is any
person or entity having a beneficial ownership interest in Depositary Shares. A beneficial owner need not be the holder of the ADR evidencing
such Depositary Share. If a beneficial owner is not an ADR holder, it must rely on the holder of the ADR(s) evidencing such Depositary
Shares in order to assert any rights or receive any benefits under the Deposit Agreement. A beneficial owner shall only be able to exercise
any right or receive any benefit under the Deposit Agreement solely through the holder of the ADR(s) evidencing the Depositary Shares
owned by such beneficial owner. The arrangements between a beneficial owner and the holder of the corresponding ADRs may affect the beneficial
owner's ability to exercise any rights it may have.
An ADR holder shall be deemed
to have all requisite authority to act on behalf of any and all beneficial owners of the Depositary Shares evidenced by the ADRs registered
in such ADR holder's name for all purposes under the Deposit Agreement and ADRs. The depositary's only notification obligations under
the Deposit Agreement and the ADRs is to registered ADR holders. Notice to an ADR holder shall be deemed, for all purposes of the Deposit
Agreement and the ADRs, to constitute notice to any and all beneficial owners of the Depositary Shares evidenced by such ADR holder's
ADRs.
Unless certificated ADRs are
specifically requested, all Depositary Shares will be issued on the books of our depositary in book-entry form and periodic statements
will be mailed to you which reflect your ownership interest in such Depositary Shares. In our description, references to American depositary
receipts or ADRs shall include the statements you will receive that reflect your ownership of Depositary Shares.
You may hold Depositary Shares
either directly or indirectly through your broker or other financial institution. If you hold Depositary Shares directly, by having a
Depositary Share registered in your name on the books of the depositary, you are an ADR holder. This description assumes you hold your
Depositary Shares directly. If you hold the Depositary Shares through your broker or financial institution nominee, you must rely on the
procedures of such broker or financial institution to assert the rights of an ADR holder described in this section. You should consult
with your broker or financial institution to find out what those procedures are.
As an ADR holder or beneficial
owner, we will not treat you as a shareholder of ours and you will not have any shareholder rights. The laws of England and Wales govern
shareholder rights. Because the depositary or its nominee will be the shareholder of record for the ordinary shares represented by all
outstanding Depositary Shares, shareholder rights rest with such record holder. Your rights are those of an ADR holder or of a beneficial
owner. Such rights derive from the terms of the Deposit Agreement to be entered into among us, the depositary and all holders and beneficial
owners from time to time of ADRs issued under the Deposit Agreement and, in the case of a beneficial owner, from the arrangements between
the beneficial owner and the holder of the corresponding ADRs. The obligations of our Company and the depositary and its agents are also
set out in the Deposit Agreement. Because the depositary or its nominee will actually be the registered owner of the ordinary shares,
you must rely on it to exercise the rights of a shareholder on your behalf.
The Deposit Agreement, the
ADRs and the Depositary Shares are governed by the internal laws of the State of New York without giving effect to the application of
the conflict of law principles thereof. Under the Deposit Agreement, as an ADR holder or a beneficial owner of Depositary Shares, you
agree that any legal suit, action or proceeding against or involving us or the depositary, arising out of or based upon the Deposit Agreement,
the Depositary Shares, the ADRs or the transactions contemplated thereby, may only be instituted in the United States District Court for
the Southern District of New York (or, in certain cases, the state courts of New York County, New York), and you irrevocably waive any
objection which you may have to the laying of venue of any such proceeding and irrevocably submit to the exclusive jurisdiction of such
courts in any such suit, action or proceeding.
The following is a summary
of what we believe to be the material terms of the Deposit Agreement. Notwithstanding this, because it is a summary, it may not contain
all the information that you may otherwise deem important. For more complete information, you should read the entire form of Deposit Agreement
and the form of ADR that contains the terms of your Depositary Shares. You can read a copy of the form of Deposit Agreement, which is
filed as an exhibit to this Registration Statement on Form F-1 (or amendment thereto) filed with the SEC of which this prospectus forms
a part. You may also obtain a copy of the Deposit Agreement at the SEC's Public Reference Room, which is currently located at 100 F Street,
NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-732-0330.
You may also find the registration statement and the attached Deposit Agreement on the SEC's website at http://www.sec.gov.
Distributions on Deposited Securities, Sales
How will I receive dividends and other distributions
on the ordinary shares underlying my Depositary Shares?
We may make various types
of distributions with respect to our securities. The depositary has agreed that, to the extent practicable, it will pay to you the cash
dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, after converting any cash
received into U.S. dollars (if it determines such conversion may be made on a reasonable basis) and, in all cases, making any necessary
deductions provided for in the Deposit Agreement. The depositary may utilize a division, branch or affiliate of JPMorgan Chase Bank, N.A.
to direct, manage and/or execute any public and/or private sale of securities and/or property under the Deposit Agreement. Such division,
branch and/or affiliate may charge the depositary a fee in connection with such sales, which fee is considered an expense of the depositary
chargeable to holders of Depositary Shares. All sales of securities will be handled by the depositary in accordance with its then current
policies. You will receive these distributions in proportion to the number of underlying securities that your Depositary Shares represent.
In all instances where the Deposit Agreement or an ADR refers to a “sale” (or words of similar import) of securities or property,
the depositary may, but shall not be obligated, to effect any such sale unless the securities to be sold are listed and publicly traded
on a securities exchange or there is a public market for the property to be sold. To the extent the securities are not so listed and publicly
traded or there is no public market for the property so distributed by us: (i) the depositary shall, in the event the Deposit Agreement
is terminated and the depositary holds deposited securities that are not listed and publicly traded after the termination date of the
Deposit Agreement, act in accordance with the termination provisions of the Deposit Agreement and form of ADR in respect of such securities
and property; and (ii) in the event the depositary or its custodian receives a distribution other than cash, our ordinary shares and/or
rights to acquire our ordinary shares, and such distribution consists of securities or property that are not distributed by the depositary
the depositary will be deemed to have sold the aggregate number of securities and/or property so received for nominal value and shall
have no obligation to distribute such securities or any proceeds from the deemed sale thereof to the ADR holders. Furthermore, in the
event the depositary endeavors to make a sale of ordinary shares, other securities or property, such securities and/or property may be
sold in a block sale or single lot transaction.
Except as stated below, the
depositary will deliver such distributions to ADR holders in proportion to their interests in the following manner:
| · | Cash. The depositary will distribute any U.S. dollars available to it resulting from a cash dividend
or other cash distribution or the net proceeds of sales of any other distribution or portion thereof (to the extent applicable), on an
averaged or other practicable basis, subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being permissible
or practicable with respect to certain registered ADR holders, and (iii) deduction of the depositary's and/or its agents' fees and expenses
in (1) converting any foreign currency to U.S. dollars to the extent that it determines that such conversion may be made on a reasonable
basis, (2) transferring foreign currency or U.S. dollars to the United States by such means as the depositary may determine to the extent
that it determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental authority
required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4) making any sale
by public or private means in any commercially reasonable manner. To the extent that any of the deposited securities is not or shall not
be entitled, by reason of its date of issuance, or otherwise, to receive the full amount of such cash dividend, distribution, or net proceeds
of sales, the depositary shall make appropriate adjustments in the amounts distributed to the ADR holders issued in respect of such deposited
securities. To the extent we or the depositary shall be required to withhold and do withhold from any cash dividend, distribution or net
proceeds from sales in respect of any deposited securities an amount on account of taxes, the amount distributed on the Depositary Shares
issued in respect of such deposited securities shall be reduced accordingly. |
To the extent the depositary determines
in its discretion that it would not be permitted by applicable law, rule or regulation, or it would not otherwise be practicable, to convert
foreign currency into U.S. dollars and distribute such U.S. dollars to some or all of the ADR holders entitled thereto, the depositary
may in its discretion distribute some or all of the foreign currency received by the depositary as it deems permissible and practicable
to, or retain and hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the
ADR holders entitled to receive the same. To the extent the depositary retains and holds any cash, foreign currency, securities or other
property as permitted under the Deposit Agreement, any and all fees, charges and expenses related to, or arising from, the holding thereof
shall be paid from such cash, foreign currency, securities or other property, or the net proceeds from the sale thereof, thereby reducing
the amount so held. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, you may lose some
or all of the value of the distribution.
| · | Shares. In the case of a distribution in ordinary shares, the depositary will issue additional
ADRs to evidence the number of Depositary Shares representing such ordinary shares. Only whole Depositary Shares will be issued. Any ordinary
shares that would result in fractional Depositary Shares will be sold and the net proceeds of the public or private sales of such will
be distributed in the same manner as cash to the ADR holders entitled thereto. |
| · | Rights to receive additional ordinary shares. In the case of a distribution of rights to subscribe
for additional ordinary shares or other rights, if we timely provide evidence satisfactory to the depositary that it may lawfully distribute
such rights, the depositary will distribute warrants or other instruments in the discretion of the depositary representing such rights.
However, if we do not timely furnish such evidence, the depositary may: |
(i) sell
such rights if practicable and distribute the net proceeds of the public or private sales of such rights in the same manner as cash to
the ADR holders entitled thereto; or
(ii) if
it is not practicable to sell such rights by reason of the non-transferability of the rights, limited markets therefor, their short duration
or otherwise, do nothing and allow such rights to lapse, in which case ADR holders will receive nothing and the rights may lapse.
We have no obligation to file a registration
statement under the Securities Act in order to make any rights available to ADR holders.
| · | Other Distributions. In the case of a distribution of securities or property other than those described
above, the depositary may either (i) distribute such securities or property in any manner it deems equitable and practicable or (ii) to
the extent the depositary deems distribution of such securities or property not to be equitable and practicable, sell such securities
or property and distribute any net proceeds of public or private sales in the same way it distributes cash. |
| · | Elective Distributions. In the case of a dividend payable at the election of our shareholders in
cash or in additional ordinary shares, we will notify the depositary at least 30 days prior to the proposed distribution stating whether
or not we wish such elective distribution to be made available to ADR holders. The depositary shall make such elective distribution available
to ADR holders only if (i) we shall have timely requested that the elective distribution is available to ADR holders, (ii) the depositary
shall have determined that such distribution is reasonably practicable and (iii) the depositary shall have received satisfactory documentation
within the terms of the Deposit Agreement including any legal opinions of counsel that the depositary in its reasonable discretion may
request. If the above conditions are not satisfied, the depositary shall, to the extent permitted by law, distribute to the ADR holders,
on the basis of the same determination as is made in the local market in respect of the ordinary shares for which no election is made,
either (x) cash or (y) additional Depositary Shares representing such additional ordinary shares. If the above conditions are satisfied,
the depositary shall establish procedures to enable ADR holders to elect the receipt of the proposed dividend in cash or in additional
Depositary Shares. There can be no assurance that ADR holders or beneficial owners of Depositary Shares generally, or any ADR holder or
beneficial owner of Depositary Shares in particular, will be given the opportunity to receive elective distributions on the same terms
and conditions as the holders of ordinary shares. |
If the depositary determines
in its sole discretion that any distribution described above is not practicable with respect to any or all ADR holders, the depositary
may choose any method of distribution that it deems practicable for such ADR holder, including the distribution of some or all of any
cash, foreign currency, securities or other property (or appropriate documents evidencing the right to receive some or all of any such
cash, foreign currency, security or other property), and/or it may retain some or all of such items, without paying interest on or investing
them, on behalf of the ADR holder as deposited securities, in which case the Depositary Shares will also represent the retained items.
To the extent the depositary does not reasonably believe it will be permitted by applicable law, rule or regulation to convert foreign
currency into U.S. dollars and distribute such U.S. dollars to some or all of the ADR holders, the depositary may in its discretion distribute
the foreign currency received by the depositary to, or hold such foreign currency uninvested and without liability for interest thereon
for the respective accounts of, the ADR holders entitled to receive the same. To the extent the depositary holds such foreign currency,
any and all costs and expenses related to, or arising from, the holding of such foreign currency shall be paid from such foreign currency
thereby reducing the amount so held.
Any U.S. dollars will be paid
via wire transfer and/or distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will
be withheld without liability and dealt with by the depositary in accordance with its then current practices.
The depositary is not responsible
if it fails to determine that any distribution or action is lawful or reasonably practicable.
There can be no assurance
that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other securities
at a specified price, nor that any of such transactions can be completed within a specified time period. All purchases and sales of securities
will be handled by the depositary in accordance with its then current policies, which are currently set forth on the "Disclosures"
page (or successor page) of www.adr.com (as updated by the depositary from time to time, “ADR.com”).
Deposit, Withdrawal and Cancellation
How does the depositary issue Depositary
Shares?
The depositary will issue
Depositary Shares if you or your broker deposit ordinary shares or evidence of rights to receive ordinary shares with the custodian and
pay the fees and expenses owing to the depositary in connection with such issuance. In the case of the Depositary Shares to be issued
under this prospectus, we will arrange with the underwriters named herein to deposit such shares.
In connection with the deposit
of ordinary shares, the depositary or its custodian may require the following in a form satisfactory to it: (i) a written order directing
the depositary to issue to, or upon the written order of, the person or persons designated in such order Depositary Shares representing
such deposited Shares; (ii) proper endorsements or duly executed instruments of transfer in respect of such deposited Shares; (iii) instruments
assigning to the depositary, its custodian or a nominee of either any distribution on or in respect of such deposited shares or indemnity
therefor; and (iv) proxies entitling the custodian to vote such deposited shares. The deposited ordinary shares and any such additional
items are referred to as “deposited securities.” As soon as practicable after the custodian receives deposited securities
pursuant to any such deposit or pursuant to a distribution or change affecting deposited securities, the custodian shall present such
deposited securities for registration of transfer into the name of the depositary, its custodian or a nominee of either, in each case
for the benefit of ADR holders, to the extent such registration is practicable, at the cost and expense of the person making such deposit
(or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration.
The custodian will hold all
deposited securities (including those being deposited by or on our behalf in connection with the offering to which this prospectus relates)
for the account and to the order of the depositary, in each case for the benefit of ADR holders, to the extent not prohibited by law.
ADR holders and beneficial owners thus have no direct ownership interest in the ordinary shares and only have such rights as are contained
in the Deposit Agreement. The custodian will also hold any additional securities, property and cash received on or in substitution for
the deposited securities.
Deposited securities are not
intended to, and shall not, constitute proprietary assets of the depositary, the custodian or their nominees. Beneficial ownership in
deposited securities is intended to be, and shall at all times during the term of the Deposit Agreement continue to be, vested in the
beneficial owners of the Depositary Shares representing such deposited securities. Notwithstanding anything else contained herein, in
the Deposit Agreement, in the form of ADR and/or in any outstanding Depositary Shares, the depositary, the custodian and their respective
nominees are intended to be, and shall at all times during the term of the Deposit Agreement be, the record holder(s) only of the deposited
securities represented by the Depositary Shares for the benefit of the ADR holders. The depositary, on its own behalf and on behalf of
the custodian and their respective nominees, disclaims any beneficial ownership interest in the deposited securities held on behalf of
the ADR holders.
Upon each deposit of ordinary
shares, receipt of related delivery documentation and compliance with the other provisions of the Deposit Agreement, including the payment
of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will issue an ADR or ADRs in the
name or upon the order of the person entitled thereto evidencing the number of Depositary Shares to which such person is entitled. All
of the Depositary Shares issued will, unless specifically requested to the contrary, be part of the depositary's direct registration system,
and a registered holder will receive periodic statements from the depositary which will show the number of Depositary Shares registered
in such ADR holder's name. An ADR holder can request that the Depositary Shares not be held through the depositary's direct registration
system and that a certificated ADR be issued.
How do ADR holders cancel a Depositary Share
and obtain deposited securities?
When you turn in your ADR
certificate at the depositary's office, or when you provide proper instructions and documentation in the case of direct registration Depositary
Shares, subject to the provisions of or governing our ordinary shares (including, without limitation, our governing documents and all
applicable laws, rules and regulations), the depositary will, upon payment of certain applicable fees, charges and taxes, deliver the
underlying ordinary shares to you or upon your written order. Delivery of deposited securities in certificated form will be made at the
custodian's office (or from the custodian to the extent dematerialized). At your risk, expense and request, the depositary may deliver
deposited securities (including any certificates therefor) at such other place as you may request.
The depositary may only restrict
the withdrawal of deposited securities in connection with:
| · | temporary delays caused by closing our transfer books or those of the depositary or the deposit of ordinary
shares in connection with voting at a shareholders' meeting, or the payment of dividends; |
| · | the payment of fees, taxes and similar charges; or |
| · | compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs or to the withdrawal
of deposited securities. |
This right of withdrawal may
not be limited by any other provision of the Deposit Agreement.
Record Dates
The depositary may, after
consultation with us if practicable, fix record dates (which, to the extent applicable, shall be as near as practicable to any corresponding
record dates set by us) for the determination of the registered ADR holders who will be entitled (or obligated, as the case may be):
| · | to receive any distribution on or in respect of deposited securities, |
| · | to give instructions for the exercise of voting rights, |
| · | to pay any fees assessed by, or owing to, the depositary for administration of the ADR program and for
any expenses as provided for in the ADR, or |
| · | to receive any notice or to act or be obligated in respect of other matters, |
all subject to
the provisions of the Deposit Agreement.
Voting Rights
How do I vote?
If you are an ADR holder and
the depositary asks you to provide it with voting instructions, you may instruct the depositary how to exercise the voting rights for
the ordinary shares which underlie your Depositary Shares. As soon as practicable after receipt from us of notice of any meeting at which
the holders of ordinary shares are entitled to vote, or of our solicitation of consents or proxies from holders of ordinary shares, the
depositary shall fix the Depositary Share record date in accordance with the provisions of the Deposit Agreement, provided that if the
depositary receives a written request from us in a timely manner and at least thirty (30) days prior to the date of such vote or meeting,
the depositary shall, at our expense, distribute to the registered ADR holders a “voting notice” stating (i) final information
particular to such vote and meeting and any solicitation materials, (ii) that each ADR holder on the record date set by the depositary
will, subject to any applicable provisions of the laws of England and Wales, be entitled to instruct the depositary as to the exercise
of the voting rights, if any, pertaining to the deposited securities represented by the Depositary Shares evidenced by such ADR holder's
ADRs and (iii) the manner in which such instructions may be given, including instructions for giving a discretionary proxy to a person
designated by us. Each ADR holder shall be solely responsible for the forwarding of voting notices to the beneficial owners of Depositary
Shares registered in such ADR holder's name. There is no guarantee that ADR holders and beneficial owners generally or any holder or beneficial
owner in particular will receive the notice described above with sufficient time to enable such ADR holder or beneficial owner to return
any voting instructions to the depositary in a timely manner.
Following actual receipt by
the ADR department responsible for proxies and voting of ADR holders' instructions (including, without limitation, instructions of any
entity or entities acting on behalf of the nominee for The Depositary Trust Company, or DTC), the depositary shall, in the manner and
on or before the time established by the depositary for such purpose, endeavor to vote or cause to be voted the deposited securities represented
by the Depositary Shares evidenced by such ADR holders' ADRs in accordance with such instructions insofar as practicable and permitted
under the provisions of or governing deposited securities.
ADR holders are strongly encouraged
to forward their voting instructions to the depositary as soon as possible. For instructions to be valid, the ADR department of the depositary
that is responsible for proxies and voting must receive them in the manner and on or before the time specified, notwithstanding that such
instructions may have been physically received by the depositary prior to such time. The depositary will not itself exercise any voting
discretion in respect of deposited securities. The depositary and its agents will not be responsible for any failure to carry out any
instructions to vote any of the deposited securities, for the manner in which any voting instructions are given, including instructions
to give a discretionary proxy to a person designated by us, for the manner in which any vote is cast, including, without limitation, any
vote cast by a person to whom the depositary is instructed to grant a discretionary proxy pursuant to the terms of the Deposit Agreement,
or for the effect of any such vote. Notwithstanding anything contained in the Deposit Agreement or any ADR, the depositary may, to the
extent not prohibited by any law, rule or regulation, or by the rules, regulations or requirements of any stock exchange on which the
Depositary Shares are listed, in lieu of distribution of the materials provided to the depositary in connection with any meeting of or
solicitation of consents or proxies from holders of deposited securities, distribute to the registered holders of ADRs a notice that provides
such ADR holders with or otherwise publicizes to such ADR holders instructions on how to retrieve such materials or receive such materials
upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the
materials).
There is no guarantee that
you will receive voting materials in time to instruct the depositary to vote and it is possible that you, or persons who hold their Depositary
Shares through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.
Reports and Other Communications
Will ADR holders be able to view our reports?
The Deposit Agreement, the
provisions of or governing deposited securities, and any written communications from us which are both received by the custodian or its
nominee as a holder of deposited securities and made generally available to the holders of deposited securities, are available for inspection
by ADR holders at the offices of the depositary in the United States, on the SEC's internet website or upon request to the depositary
(which request may be refused by the depositary at its discretion).
Additionally, if we make any
written communications generally available to holders of our ordinary shares, and we furnish copies thereof (or English translations or
summaries) to the depositary, it will distribute the same to registered ADR holders.
Fees and Expenses
What fees and expenses will I be responsible for paying?
The depositary may charge
each person to whom Depositary Shares are issued, including, without limitation, issuances against deposits of ordinary shares, issuances
in respect of share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split declared by us
or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the Depositary Shares or deposited
securities, and each person surrendering Depositary Shares for withdrawal of deposited securities or whose Depositary Shares are cancelled
or reduced for any other reason, a fee of up to $5.00 for each 100 Depositary Shares (or any portion thereof) issued, delivered, reduced,
cancelled or surrendered, or upon which a share distribution or elective distribution is made or offered, as the case may be. The depositary
may sell (by public or private sale) sufficient securities and property received in respect of a share distribution, rights and/or other
distribution prior to such deposit to pay such charge.
The following additional fees,
charges and expenses shall also be incurred by the ADR holders, the beneficial owners, by any party depositing or withdrawing ordinary
shares or by any party surrendering Depositary Shares and/or to whom Depositary Shares are issued (including, without limitation, issuance
pursuant to a stock dividend or stock split declared by us or an exchange of stock regarding the Depositary Shares or the deposited securities
or a distribution of Depositary Shares), whichever is applicable:
| · | a fee of up to U.S.$0.05 per Depositary Share held for any cash distribution made, or for any elective
cash/stock dividend offered, pursuant to the Deposit Agreement; |
| · | an aggregate fee of up to US$0.05 per Depositary Share per calendar year (or portion thereof) for services
performed by the depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall
be assessed against holders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall be
payable in the manner described in the next succeeding provision); |
| · | an amount for the reimbursement of such fees, charges and expenses as are incurred by the depositary and/or
any of its agents (including, without limitation, the custodian, as well as charges and expenses incurred on behalf of ADR holders in
connection with compliance with foreign exchange control regulations or any law, rule or regulation relating to foreign investment) in
connection with the servicing of the ordinary shares or other deposited securities, the sale of securities (including, without limitation,
deposited securities), the delivery of deposited securities or otherwise in connection with the depositary's or its custodian's compliance
with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against ADR holders as of the
record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such ADR holders or
by deducting such charge from one or more cash dividends or other cash distributions); |
| · | a fee of up to $0.05 per Depositary Share held for the direct or indirect distribution of securities (other
than Depositary Shares or rights to purchase additional Depositary Shares) or the net cash proceeds from the public or private sale of
such securities, regardless of whether any such distribution and/or sale is made by, for, or received from, or (in each case) on behalf
of, the depositary, us and/or any third party (which fee may be assessed against ADR holders as of a record date set by the depositary); |
| · | stock transfer or other taxes and other governmental charges; |
| · | a transaction fee per cancellation request (including any cancellation request made through SWIFT, facsimile
transmission or any other method of communication) as disclosed on the “Disclosures” page (or successor page) of www.adr.com
(as updated by the depositary from time to time, "ADR.com") and any applicable delivery expenses (which are payable by such
persons or ADR holders); |
| · | transfer or registration fees for the registration of transfer of deposited securities on any applicable
register in connection with the deposit or withdrawal of deposited securities; an |
| · | fees of any division, branch or affiliate of the depositary utilized by the depositary to direct, manage
and/or execute any public and/or private sale of securities under the Deposit Agreement. |
To facilitate the administration
of various depositary receipt transactions, including disbursement of dividends or other cash distributions and other corporate actions,
the depositary may engage the foreign exchange desk within the banking division of JPMorgan Chase Bank, N.A., or the Bank, and/or its
affiliates in order to enter into spot foreign exchange transactions to convert foreign currency into U.S. dollars. For certain currencies,
foreign exchange transactions are entered into with the Bank or an affiliate, as the case may be, acting in a principal capacity. For
other currencies, foreign exchange transactions are routed directly to and managed by an unaffiliated local custodian (or other third
party local liquidity provider), and neither the Bank nor any of its affiliates is a party to such foreign exchange transactions.
The foreign exchange rate
applied to a foreign exchange transaction will be either (a) a published benchmark rate, or (b) a rate determined by a third party local
liquidity provider, in each case plus or minus a spread, as applicable. The depositary will disclose which foreign exchange rate and spread,
if any, apply to such currency on the “Disclosures” page (or successor page) of ADR.com. Such applicable foreign exchange
rate and spread may (and neither the depositary, the Bank nor any of their affiliates is under any obligation to ensure that such rate
does not) differ from rates and spreads at which comparable transactions are entered into with other customers or the range of foreign
exchange rates and spreads at which the Bank or any of its affiliates enters into foreign exchange transactions in the relevant currency
pair on the date of the foreign exchange transaction. Additionally, the timing of execution of a foreign exchange transaction varies according
to local market dynamics, which may include regulatory requirements, market hours and liquidity in the foreign exchange market or other
factors. Furthermore, the Bank and its affiliates may manage the associated risks of their position in the market in a manner they deem
appropriate without regard to the impact of such activities on the depositary, us, ADR holders or beneficial owners. The spread applied
does not reflect any gains or losses that may be earned or incurred by the Bank and its affiliates as a result of risk management or other
hedging related activity.
Notwithstanding the foregoing,
to the extent we provide U.S. dollars to the depositary, neither the Bank nor any of its affiliates will execute a foreign exchange transaction
as set forth herein. In such case, the depositary will distribute the U.S. dollars received from us.
Further details relating
to the applicable foreign exchange rate, the applicable spread and the execution of foreign exchange transactions will be provided by
the depositary on ADR.com. Each holder and beneficial owner by holding or owning an ADR or Depositary Share or an interest therein, and
we, each acknowledge and agree that the terms applicable to foreign exchange transactions disclosed from time to time on ADR.com will
apply to any foreign exchange transaction executed pursuant to the Deposit Agreement.
We will pay all other fees,
charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to time
between us and the depositary.
The right of the depositary
to charge and receive payment of fees, charges and expenses survives the termination of the Deposit Agreement, and shall extend for those
fees, charges and expenses incurred prior to the effectiveness of any resignation or removal of the depositary.
The fees and charges described
above may be amended from time to time by agreement between us and the depositary.
The depositary anticipates
reimbursing us for certain expenses incurred by us that are related to the establishment and maintenance of the ADR program upon such
terms and conditions as we and the depositary may agree from time to time. The depositary may make available to us a set amount or a portion
of the depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as we and the depositary may
agree from time to time. The depositary may also agree to reduce or waive certain fees that would normally be charged on Depositary Shares
issued to or at the direction of, or otherwise held by, us and/or certain holders and beneficial owners and holders and beneficial owners
of ordinary shares of ours. The depositary collects its fees for issuance and cancellation of Depositary Shares directly from investors
depositing ordinary shares or surrendering Depositary Shares for the purpose of withdrawal or from intermediaries acting for them. The
depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion
of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions,
or by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The depositary will generally
set off the amounts owing from distributions made to holders of Depositary Shares. If, however, no distribution exists and payment owing
is not timely received by the depositary, the depositary may refuse to provide any further services to ADR holders that have not paid
those fees and expenses owing until such fees and expenses have been paid. At the discretion of the depositary, all fees and charges owing
under the Deposit Agreement are due in advance and/or when declared owing by the depositary.
Payment of Taxes
ADR holders and/or beneficial
owners must pay any tax or other governmental charge payable by the custodian or the depositary on any Depositary Share or ADR, deposited
security or distribution. If any taxes or other governmental charges (including any penalties and/or interest) shall become payable by
or on behalf of the custodian or the depositary with respect to any ADR, any deposited securities represented by the Depositary Shares
evidenced thereby or any distribution thereon such tax or other governmental charge shall be paid by the ADR holder thereof to the depositary
and by holding or owning, or having held or owned, an ADR or any Depositary Shares evidenced thereby, the ADR holder and all beneficial
owners thereof, and all prior ADR holders and beneficial owners thereof, jointly and severally, agree to indemnify, defend and save harmless
each of the depositary and its agents in respect of such tax or other governmental charge. Notwithstanding the depositary’s right
to seek payment from current or former ADR holders and beneficial owners, each ADR holder and beneficial owner, and each prior ADR holder
and beneficial owner, by holding or owning, or having held or owned, an ADR or an interest in Depositary Shares acknowledges and agrees
that the depositary has no obligation to seek payment of amounts owing from any current or prior beneficial owner. If an ADR holder owes
any tax or other governmental charge, the depositary may (i) deduct the amount thereof from any cash distributions, or (ii) sell deposited
securities (by public or private sale) and deduct the amount owing from the net proceeds of such sale. In either case, the ADR holder
remains liable for any shortfall. If any tax or governmental charge is unpaid, the depositary may also refuse to effect any registration,
registration of transfer, split-up or combination of ADRs or withdrawal of deposited securities until such payment is made. If any tax
or governmental charge is required to be withheld on any cash distribution, the depositary may deduct the amount required to be withheld
from any cash distribution or, in the case of a non-cash distribution, sell the distributed property or securities (by public or private
sale) in such amounts and in such manner as the depositary deems necessary and practicable to pay such taxes and distribute any remaining
net proceeds or the balance of any such property after deduction of such taxes to the ADR holders entitled thereto. Neither we nor the
depositary nor any of our or its respective agents, shall be liable to ADR holders or beneficial owners of the Depositary Shares for failure
of any of them to comply with applicable tax laws, rules and/or regulations.
As an ADR holder or beneficial
owner, you will be agreeing to indemnify us, the depositary, its custodian and any of our or their respective officers, directors, employees,
agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions
to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained,
which obligations shall survive any transfer or surrender of Depositary Shares or the termination of the Deposit Agreement.
Reclassifications, Recapitalizations and Mergers
If we take certain actions
that affect the deposited securities, including (i) any change in par value, split-up, consolidation, cancellation or other reclassification
of deposited securities or (ii) any distributions of ordinary shares or other property not made to holders of ADRs or (iii) any recapitalization,
reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all of our assets, then the
depositary may choose to, and shall if reasonably requested by us:
| · | distribute additional or amended ADRs; |
| · | distribute cash, securities or other property it has received in connection with such actions; |
| · | sell by public or private sale any securities or property received and distribute the proceeds as cash;
or |
If the depositary does not choose any of the above
options, any of the cash, securities or other property it receives will constitute part of the deposited securities and each Depositary
Share will then represent a proportionate interest in such property.
Amendment and Termination
How may the Deposit Agreement be amended?
We may agree with the depositary
to amend the Deposit Agreement and the Depositary Shares without your consent for any reason. ADR holders must be given at least thirty
(30) days' notice of any amendment that imposes or increases any fees on a per Depositary Share basis, charges or expenses (other than
stock transfer or other taxes and other governmental charges, transfer or registration fees, a transaction fee per cancellation request
(including any cancellation request made through SWIFT, facsimile transmission or any other method of communication), applicable delivery
expenses or other such fees, charges or expenses), or otherwise prejudices any substantial existing right of ADR holders or beneficial
owners. Such notice need not describe in detail the specific amendments effectuated thereby, but must identify to ADR holders and beneficial
owners a means to access the text of such amendment. If an ADR holder or beneficial owner continues to hold an ADR or ADRs, or an interest
therein, after being so notified, such ADR holder and any beneficial owner are deemed to agree to such amendment and to be bound by the
Deposit Agreement as so amended. No amendment, however, will impair your right to surrender your Depositary Shares and receive the underlying
securities, except in order to comply with mandatory provisions of applicable law.
Any amendments or supplements
that (i) are reasonably necessary (as agreed by us and the depositary) in order for (a) the Depositary Shares to be registered on Form
F-6 under the Securities Act or (b) the Depositary Shares or ordinary shares to be traded solely in electronic book-entry form and (ii) do
not in either such case impose or increase any fees or charges to be borne by ADR holders, shall be deemed not to prejudice any substantial
rights of ADR holders or beneficial owners. Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new
laws, rules or regulations that would require amendment or supplement of the Deposit Agreement or the form of ADR to ensure compliance
therewith, we and the depositary may amend or supplement the Deposit Agreement and the form of ADR (and all outstanding ADRs) at any time
in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement in such circumstances
may become effective before a notice of such amendment or supplement is given to ADR holders or within any other period of time as required
for compliance.
Notice of any amendment to
the Deposit Agreement or form of ADRs shall not need to describe in detail the specific amendments effectuated thereby, and failure to
describe the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case,
the notice given to the ADR holders identifies a means for ADR holders and beneficial owners to retrieve or receive the text of such amendment
(i.e., upon retrieval from the SEC's, the depositary's or our website or upon request from the depositary).
How may the Deposit Agreement be terminated?
The depositary may at any
time, and shall at our written direction, terminate the Deposit Agreement and the ADRs by mailing notice of such termination to the registered
holders of ADRs at least thirty (30) days prior to the date fixed in such notice for such termination; provided, however, if the depositary
shall have (i) resigned as depositary under the Deposit Agreement, notice of such termination by the depositary shall not be provided
to registered ADR holders unless a successor depositary shall not be operating under the Deposit Agreement within sixty (60) days of the
date of such resignation, and (ii) been removed as depositary under the Deposit Agreement, notice of such termination by the depositary
shall not be provided to registered holders of ADRs unless a successor depositary shall not be operating under the Deposit Agreement on
the 60th day after our notice of removal was first provided to the depositary. Notwithstanding anything to the contrary in the Deposit
Agreement, the depositary may terminate the Deposit Agreement (a) without notifying us, but subject to giving thirty (30) days' notice
to the ADR holders, under the following circumstances: (i) in the event of our bankruptcy, liquidation proceedings or insolvency, (ii)
if our Depositary Shares are delisted from a “national securities exchange” (that has registered with the Commission under
Section 6 of the Securities Exchange Act of 1934, as amended), (iii) if we effect (or will effect) a redemption of all or substantially
all of the deposited securities, or a cash or share distribution representing a return of all or substantially all of the value of the
deposited securities, (iv) there are no deposited securities with respect to Depositary Shares remaining, including if the deposited securities
are cancelled, or the deposit securities have been deemed to have no value, or (v) there occurs a merger, consolidation, sale of assets
or other transaction as a result of which securities or other property are delivered in exchange for or in lieu of deposited securities,
and (b) immediately without prior notice to the Company, any ADR holder or beneficial owner or any other person if (i) required by any
law, rule or regulation relating to sanctions by any governmental authority or body, (ii) the depositary would be subject to liability
under or pursuant to any law, rule or regulation, or (iii) required by any governmental authority or body, in each case under (b) as determined
by the depositary in its reasonable discretion.
If our ordinary shares are
not listed and publicly traded on a stock exchange or in a securities market as of the date so fixed for termination or if, for any reason,
the depositary does not sell the deposited securities, then after such date fixed for termination, the depositary shall use its reasonable
efforts to ensure that the Depositary Shares cease to be eligible for settlement within DTC and that neither DTC nor any of its nominees
shall thereafter be an ADR holder. At such time as the Depositary Shares cease to be DTC eligible and/or neither DTC nor any of its nominees
is an ADR holder, to the extent we are not, to the depositary’s knowledge, insolvent or in bankruptcy or liquidation, the depositary
shall (A) cancel all outstanding ADRs; (B) request DTC to provide the depositary with information on those holding Depositary Shares through
DTC and, upon receipt thereof, revise the ADR register to reflect the information provided by DTC; (C) instruct its custodian to deliver
all deposited securities to us, a subsidiary or affiliate of ours (the company representative) or an independent trust company engaged
by us (the trustee) to hold those deposited securities in trust for the beneficial owners of the ADRs if we are not permitted to hold
any of the deposited securities under applicable law and/or we have directed the depositary to deliver such deposited securities to the
company representative or trustee along with a stock transfer form and/or such other instruments of transfer covering such deposited securities
as are needed under applicable law, in either case referring to the names set forth on the ADR register and (D) provide us with a copy
of the ADR register.
Upon receipt of any instrument
of transfer covering such deposited securities and the ADR Register, we have agreed that we will, depending on what is legally required
under local law, either deliver to each person reflected on such ADR register appropriate documentation to effect the transfer to such
persons of the deposited securities previously represented by the Depositary Shares evidenced by their ADRs, approve the transfer of the
deposited securities previously represented by their ADRs to the persons listed on the ADR register (as applicable), procure the relevant
updates to the register of members of the Company to reflect the transfer of the deposited securities previously represented by their
ADRs to the persons listed on the ADR register (as applicable) and provide the depositary with a certified copy of the updated register
of our shareholders.
To the extent the depositary
reasonably believes that we are insolvent, or if we are in receivership, have filed for bankruptcy and/or are otherwise in restructuring,
administration or liquidation, and in any such case the deposited securities are not listed and publicly traded on a securities exchange
after the termination date, or if, for any reason, the depositary believes it is not able to or cannot practicably sell the deposited
securities promptly and without undue effort, the deposited securities shall be deemed to have no value (and such holder shall be deemed
to have instructed the depositary that the deposited securities have no value). The depositary may (and, by holding an ADR or an interest
therein, all holders irrevocably consent and agree that the depositary may) instruct its custodian to deliver all deposited securities
to us (acting, as applicable by an administrator, receiver, administrative receiver, liquidator, provisional liquidator, restructuring
officer, interim restructuring officer, trustee, controller or other entity overseeing the bankruptcy, insolvency, administration, restructuring
or liquidation process) and notify us that the deposited securities are surrendered for no consideration. The Deposit Agreement requires
us, subject to applicable law, to promptly accept the surrender of the deposited securities for no consideration and deliver to the depositary
a written notice confirming (A) the acceptance of the surrender of the deposited securities for no consideration and (B) the cancellation
of such deposited securities. Promptly after notifying us that the deposited securities are surrendered for no consideration and irrespective
of whether we haves complied with the immediately preceding sentence, the depositary shall notify ADR holders that their Depositary Shares
have been cancelled with no consideration being payable to such ADR holders.
Upon the depositary's compliance
with the provisions of any of the above three paragraphs, the depositary and its agents shall be discharged from all, and cease to have
any, obligations under the Deposit Agreement and the ADRs.
If our ordinary shares are
listed and publicly traded on a securities exchange and the depositary believes that it is able, permissible and practicable to sell the
deposited securities without undue effort, then the depositary may endeavor to publicly or privately sell (as long as it may lawfully
do so) the deposited securities, which sale may be effected in a block sale/single lot transaction and, after the settlement of such sale(s),
to the extent legally permissible and practicable, distribute or hold in an account (which may be a segregated or unsegregated account)
the net proceeds of such sale(s), less any amounts owing to the depositary (including, without limitation, cancellation fees), together
with any other cash then held by it under the Deposit Agreement, in trust, without liability for interest, for the pro rata benefit of
the holders entitled thereto. After making such sale, the depositary shall be discharged from all obligations in respect of the Deposit
Agreement and the ADRs, except to account for such net proceeds and other cash.
Limitations on Obligations and Liability
Limits on our obligations and the obligations
of the depositary; limits on liability to ADR holders, beneficial owners and others
Prior to the issue, registration,
registration of transfer, split-up, combination, or cancellation of any ADRs, or the delivery of any distribution in respect thereof,
and from time to time in the case of the production of proofs as described below, we or the depositary or its custodian may require:
| · | payment with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii)
any stock transfer or registration fees in effect for the registration of transfers of ordinary shares or other deposited securities upon
any applicable register and (iii) any applicable fees and expenses described in the Deposit Agreement; |
| · | the production of proof satisfactory to it of (i) the identity of any signatory and genuineness of any
signature and (ii) such other information, including without limitation, information as to citizenship, residence, exchange control approval,
beneficial or other ownership of, or interest in, any securities, compliance with applicable law, regulations, provisions of or governing
deposited securities and terms of the Deposit Agreement and the ADRs, as it may deem necessary or proper; and |
| · | compliance with such regulations as the depositary may establish consistent with the Deposit Agreement
or as the depositary believes are required, necessary or advisable in order to comply with applicable laws, rules and regulations. |
The issuance of ADRs, the
acceptance of deposits of ordinary shares, the registration, registration of transfer, split-up or combination of ADRs or the withdrawal
of ordinary shares, may be suspended, generally or in particular instances, when the ADR register or any register for deposited securities
is closed or when any such action is deemed required, necessary or advisable by the depositary for any reason provided that the ability
to withdraw ordinary shares may only be limited under the following circumstances: (i) temporary delays caused by closing transfer
books of the depositary or our transfer books or the deposit of ordinary shares in connection with voting at a shareholders' meeting,
or the payment of dividends, (ii) the payment of fees, taxes, and similar charges, and (iii) compliance with any laws or governmental
regulations relating to ADRs or to the withdrawal of deposited securities. The depositary may close the ADR register (and/or any portion
thereof) at any time or from time to time when deemed expedient by it.
The Deposit Agreement expressly
limits the obligations and liability of the depositary, the depositary’s custodian or ourselves and each of our and their respective
directors, officers, employees, agents and affiliates, provided, however, that no provision of the Deposit Agreement is intended to constitute
a waiver or limitation of any rights that ADR holders or beneficial owners may have under the Securities Act or the Exchange Act, to the
extent applicable. The Deposit Agreement provides that each of us, the depositary and our respective directors, officers, employees, agents
and affiliates will:
| · | incur or assume no liability (including, without limitation, to ADR holders or beneficial owners) if any
present or future law, rule, regulation, fiat, order or decree of the United States, England, Wales or any other country or jurisdiction,
or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or
governing any Deposited Securities, any present or future provision of the Company's charter, any act of God, war, terrorism, epidemic,
pandemic, nationalization, expropriation, currency restrictions, extraordinary market conditions, work stoppage, strike, civil unrest,
revolutions, rebellions, explosions, cyber, ransomware or malware attack, computer failure or circumstance our, the depositary's or our
respective directors’, officers’, employees’, agents' or affiliates’ direct and immediate control shall prevent
or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement
or the ADRs provide shall be done or performed by any such party (including, without limitation, voting); |
| · | incur or assume no liability (including, without limitation, to ADR holders or beneficial owners) by reason
of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit
Agreement it is provided shall or may be done or performed or any exercise or failure to exercise discretion under the Deposit Agreement
or the ADRs including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable; |
| · | incur or assume no liability (including, without limitation, to holders or beneficial owners) if it performs
its obligations specifically set forth in the Deposit Agreement and ADRs without gross negligence or willful misconduct; |
| · | in the case of the depositary and its agents, be under no obligation to appear in, prosecute or defend
any action, suit or other proceeding in respect of any deposited securities the Depositary Shares or the ADRs; |
| · | in the case of us and our agents, be under no obligation to appear in, prosecute or defend any action,
suit or other proceeding in respect of any deposited securities the Depositary Shares or the ADRs, which in our or our agents’ opinion,
as the case may be, may involve us in expense or liability, unless indemnity satisfactory to us or our agent, as the case may be against
all expense (including fees and disbursements of counsel) and liability is furnished as often as may be requested; |
| · | not be liable (including, without limitation, to ADR holders or beneficial owners) for any action or inaction
by it in reliance upon the advice of or information from any legal counsel, any accountant, any person presenting ordinary shares for
deposit, any registered holder of ADRs, or any other person believed by it to be competent to give such advice or information and/or,
in the case of the depositary, from us; or |
| · | may rely and shall be protected in acting upon any written notice, request, direction, instruction or
document believed by it to be genuine and to have been signed, presented or given by the proper party or parties. |
The depositary shall not be
a fiduciary or have any fiduciary duty to ADR holders or beneficial owners.
The depositary and its agents
may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement,
any registered holder or holders of ADRs, any ADRs or otherwise related to the Deposit Agreement or ADRs to the extent such information
is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative
or judicial process, banking, securities or other regulators. The depositary shall not be liable for the acts or omissions made by, or
the insolvency of, any securities depository, clearing agency or settlement system. Furthermore, the depositary shall not be responsible
for, and shall incur no liability in connection with or arising from, the insolvency of any custodian that is not a branch or affiliate
of JP Morgan. Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADRs, the depositary shall not be responsible
for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the custodian except to
the extent that any registered ADR holder has incurred liability directly as a result of the custodian having (i) committed fraud or willful
misconduct in the provision of custodial services to the depositary or (ii) failed to use reasonable care in the provision of custodial
services to the depositary as determined in accordance with the standards prevailing in the jurisdiction in which the custodian is located.
The depositary and the custodian(s) may use third party delivery services and providers of information regarding matters such as, but
not limited to, pricing, proxy voting, corporate actions, class action litigation and other services in connection with the ADRs and the
Deposit Agreement, and use local agents to provide services such as, but not limited to, attendance at any meetings of security holders
of issuers. Although the depositary and the custodian will use reasonable care (and cause their agents to use reasonable care) in the
selection and retention of such third-party providers and local agents, they will not be responsible for any errors or omissions made
by them in providing the relevant information or services.
The depositary has no obligation
to inform ADR holders or beneficial owners about the requirements of the laws, rules or regulations or any changes therein or thereto
of England, Wales, the United States or any other country or jurisdiction or of any governmental or regulatory authority or any securities
exchange or market or automated quotation system.
Additionally, none of the
depositary, the custodian or us, or any of their or our respective directors, officers, employees, agents or affiliates shall be liable
for the failure by any registered holder of ADRs or beneficial owner to obtain the benefits of credits or refunds of non-U.S. tax paid
against such ADR holder's or beneficial owner's income tax liability. The depositary is under no obligation to provide the ADR holders
and beneficial owners, or any of them, with any information about our tax status. None of us, the depositary, the custodian or any of
our or their respective directors, officers, employees, agents or affiliates shall incur any liability for any tax or tax consequences
that may be incurred by registered ADR holders or beneficial owners on account of their ownership or disposition of ADRs or Depositary
Shares.
Neither the depositary nor
its agents will be responsible for any failure to carry out any instructions to vote any of the deposited securities, for the manner in
which any voting instructions are given, including instructions to give a discretionary proxy to a person designated by us, for the manner
in which any vote is cast, including, without limitation, any vote cast by a person to whom the depositary is instructed to grant a discretionary
proxy pursuant to the terms of the Deposit Agreement, or for the effect of any such vote. The depositary shall endeavor to effect any
sale of securities or other property and any conversion of currency, securities or other property, in each case as is referred to or contemplated
in the Deposit Agreement or the form of ADR, in accordance with the depositary's normal practices and procedures under the circumstances
applicable to such sale or conversion, but shall have no liability (in the absence of its own willful default or gross negligence or that
of its agents, officers, directors or employees) with respect to the terms of any such sale or conversion, including the price at which
such sale or conversion is effected, or if such sale or conversion shall not be practicable, or shall not be believed, deemed or determined
to be practicable by the depositary. Specifically, the depositary shall not have any liability for the price received in connection with
any public or private sale of securities (including, without limitation, for any sale made at a nominal price), the timing thereof or
any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence
on the part of the party so retained in connection with any such sale or proposed sale. The depositary shall not incur any liability in
connection with or arising from any failure, inability or refusal by us or any other party, including any share registrar, transfer agent
or other agent appointed by us, the depositary or any other party, to process any transfer, delivery or distribution of cash, shares,
other securities or other property, including without limitation upon the termination of the Deposit Agreement, or otherwise to comply
with any provisions of the Deposit Agreement that are applicable to it. The depositary may rely upon instructions from us or our counsel
in respect of any approval or license required for any currency conversion, transfer or distribution. The depositary shall not incur any
liability for the content of any information submitted to it by us or on our behalf for distribution to ADR holders or for any inaccuracy
of any translation thereof, for any investment risk associated with acquiring an interest in the deposited securities, for the validity
or worth of the deposited securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of
the Deposit Agreement or for the failure or timeliness of any notice from us. The depositary shall not be liable for any acts or omissions
made by a successor depositary whether in connection with a previous act or omission of the depositary or in connection with any matter
arising wholly after the removal or resignation of the depositary.
We have agreed to indemnify
the depositary under certain circumstances and the depositary has agreed to indemnify us under certain circumstances.
Notwithstanding any other
provision of the Deposit Agreement or the ADRs to the contrary, neither we nor the depositary, nor any of their respective agents shall
be liable to the other for any indirect, special, punitive or consequential damages or lost profits, in each case of any form incurred
by any of them or any other person or entity (including, without limitation, holders and beneficial owners), whether or not foreseeable
and regardless of the type of action in which such a claim may be brought, collectively Special Damages, except (i) to the extent
such Special Damages arise from the gross negligence or willful misconduct of the party from whom indemnification is sought or (ii) to
the extent Special Damages arise from or out of a claim brought by a third party (including, without limitation, holders and beneficial
owners) against the depositary or its agents acting under the Deposit Agreement, except to the extent such Special Damages arise out of
the gross negligence or willful misconduct of the party seeking indemnification hereunder.
In the Deposit Agreement each
party thereto (including, for avoidance of doubt, each ADR holder and beneficial owner) irrevocably waives, to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in any suit, action or proceeding against the depositary and/or us directly
or indirectly arising out of or relating to the ordinary shares or other deposited securities, the Depositary Shares or the ADRs, the
Deposit Agreement or any transaction contemplated therein, or the breach thereof (whether based on contract, tort, common law or any other
theory).
No provision of the Deposit
Agreement or the ADRs is intended to constitute a waiver or limitation of any rights which an ADR holder or any beneficial owner may have
under the Securities Act or the Exchange Act, to the extent applicable.
The depositary and its agents
may own and deal in any class of securities of our Company and our affiliates and in Depositary Shares.
Disclosure of Interest in Depositary Shares
To the extent that the provisions
of or governing any deposited securities may require disclosure of or impose limits on beneficial or other ownership of, or interest in,
deposited securities, other ordinary shares and other securities and may provide for blocking transfer, voting or other rights to enforce
such disclosure or limits, you as ADR holders or beneficial owners agree to comply with all such disclosure requirements and ownership
limitations and to comply with any reasonable instructions we may provide in respect thereof. We reserve the right to instruct ADR holders
(and through any such ADR holder, the beneficial owners of Depositary Shares evidenced by the ADRs registered in such ADR holder’s
name) to deliver their Depositary Shares for cancellation and withdrawal of the deposited securities so as to permit us to deal directly
with the ADR holder and/or beneficial owner of Depositary Shares as a holder of shares and, by holding a Depositary Share or an interest
therein, ADR holders and beneficial owners of Depositary Shares will be agreeing to comply with such instructions.
Each ADR holder agrees to
provide such information as the Company may request in a disclosure notice, or a Disclosure Notice, given pursuant to the Companies Act
or the Articles of Association of the Company. Each ADR holder acknowledges that it understands that failure to comply with a Disclosure
Notice may result in the imposition of sanctions against the holder of the underlying ordinary shares in respect of which the non-complying
person is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currently
may include, subject to the granting of an appropriate order by the court, the withdrawal of the voting rights of such ordinary shares
and the imposition of restrictions on the rights to receive dividends on and to transfer such ordinary shares. In addition, each ADR holder
agrees to comply with the provisions of the Disclosure Guidance and Transparency Rules published by the United Kingdom Financial Conduct
Authority (as amended from time to time) with regard to the notification to the Company of interests in ordinary shares underlying Depositary
Shares and certain financial instruments, which currently provide, inter alia, that an ADR holder must notify the Company
of the percentage of its voting rights he holds as a shareholder or holds or is deemed to hold through his direct or indirect holding
of certain financial instruments (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or falls
below specified thresholds.
Books of Depositary
The depositary or its agent
will maintain a register for the registration, registration of transfer, combination and split-up of ADRs, which register shall include
the depositary's direct registration system. Registered holders of ADRs may inspect such records at the depositary's office at all reasonable
times, but solely for the purpose of communicating with other ADR holders in the interest of the business of our Company or a matter relating
to the Deposit Agreement. Such register (and/or any portion thereof) may be closed at any time or from time to time, when deemed expedient
by the depositary.
The depositary will maintain
facilities for the delivery and receipt of ADRs.
Appointment
In the Deposit Agreement,
each registered holder of ADRs and each beneficial owner, upon acceptance of any Depositary Shares or ADRs (or any interest in any of
them) issued in accordance with the terms and conditions of the Deposit Agreement will be deemed for all purposes to:
| · | be a party to and bound by the terms of the Deposit Agreement and the applicable ADR or ADRs, |
| · | appoint the depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to
take any and all actions contemplated in the Deposit Agreement and the applicable ADR or ADRs, to adopt any and all procedures necessary
to comply with applicable laws and to take such action as the depositary in its sole discretion may deem necessary or appropriate to carry
out the purposes of the Deposit Agreement and the applicable ADR and ADRs, the taking of such actions to be the conclusive determinant
of the necessity and appropriateness thereof; and |
| · | acknowledge and agree that (i) nothing in the Deposit Agreement or any ADR shall give rise to a partnership
or joint venture among the parties thereto, nor establish a fiduciary or similar relationship among such parties, (ii) the depositary,
its divisions, branches and affiliates, and their respective agents, may from time to time be in the possession of non-public information
about us, ADR holders, beneficial owners and/or their respective affiliates, (iii) the depositary and its divisions, branches and affiliates
may at any time have multiple banking relationships with us, ADR holders, beneficial owners and/or the affiliates of any of them, (iv)
the depositary and its divisions, branches and affiliates may, from time to time, be engaged in transactions in which parties adverse
to us, ADR holders, or beneficial owners may have interests, (v) nothing contained in the Deposit Agreement or any ADR(s) shall (A) preclude
the depositary or any of its divisions, branches or affiliates from engaging in any such transactions or establishing or maintaining any
such relationships, or (B) obligate the depositary or any of its divisions, branches or affiliates to disclose any such transactions or
relationships or to account for any profit made or payment received in any such transactions or relationships, (vi) the depositary shall
not be deemed to have knowledge of any information held by any branch, division or affiliate of the depositary and (vii) notice to an
ADR holder shall be deemed, for all purposes of the Deposit Agreement and the ADRs, to constitute notice to any and all beneficial owners
of the Depositary Shares evidenced by such ADR holder's ADRs. For all purposes under the Deposit Agreement and the ADRs, the ADR holders
thereof shall be deemed to have all requisite authority to act on behalf of any and all beneficial owners of the Depositary Shares evidenced
by such ADRs. |
Consent to Jurisdiction
In the Deposit Agreement,
we have submitted to the non-exclusive jurisdiction of the state and federal courts in New York, New York and appointed an agent for service
of process on our behalf. Any action based on the Deposit Agreement, the Depositary Shares, the ADRs or the transactions contemplated
therein or thereby may also be instituted by the depositary against us in any competent court in England and/or Wales, the United States
and/or any other court of competent jurisdiction.
Under the Deposit Agreement,
by holding or owning an ADR or Depositary Share or an interest therein, holders and beneficial owners each irrevocably agree that (i)
any legal suit, action or proceeding against or involving holders or beneficial owners brought by us or the depositary, arising out of
or based upon the Deposit Agreement, the Depositary Shares, the ADRs or the transactions contemplated therein or thereby, may be instituted
in a state or federal court in New York, New York, and by holding or owning an ADR or Depositary Share or an interest therein each irrevocably
waives any objection that it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive
jurisdiction of such courts in any such suit, action or proceeding and (ii) any legal suit, action or proceeding against or involving
us and/or the depositary brought by holders or beneficial owners, arising out of or based upon the Deposit Agreement, the Depositary Shares,
the ADRs or the transactions contemplated therein or thereby, including, without limitation, claims under the Securities Act may be instituted
only in the United States District Court for the Southern District of New York (or in the state courts of New York County in New York
if either (a) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular
dispute or (b) the designation of the United States District Court for the Southern District of New York as the exclusive forum for any
particular dispute is, or becomes, invalid, illegal or unenforceable). In the Deposit Agreement each holder and beneficial owner irrevocably
waives any objection which it may at any time have to the laying of venue of any such proceeding, and irrevocably submits to the jurisdiction
of such courts in any such suit, action or proceeding.
Jury Trial Waiver
In the Deposit Agreement,
each party thereto (including, for the avoidance of doubt, each holder and beneficial owner of, and/or holder of interests in, Depositary
Shares or ADRs) irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any
suit, action or proceeding against the depositary and/or us directly or indirectly arising out of, based on or relating in any way to
the ordinary shares or other deposited securities, the Depositary Shares or the ADRs, the Deposit Agreement or any transaction contemplated
therein, or the breach thereof (whether based on contract, tort, common law or any other theory), including any claim under the U.S. federal
securities laws.
If we or the depositary were
to oppose a jury trial demand based on such waiver, the court would determine whether the waiver was enforceable in the facts and circumstances
of that case in accordance with applicable state and federal law, including whether a party knowingly, intelligently and voluntarily waived
the right to a jury trial. The waiver to right to a jury trial in the Deposit Agreement is not intended to be deemed a waiver by any holder
or beneficial owner of our or the depositary’s compliance with the U.S. federal securities laws and the rules and regulations promulgated
thereunder.
TAXATION
A summary of the material
United Kingdom tax considerations and material United States federal income tax consequences relating to the purchase, ownership and disposition
of the Registered Depositary Shares offered by this prospectus supplement is contained in our most recent Annual Report on Form 20-F and
in the other filings we make with the SEC, from time to time, which are incorporated by reference into this prospectus supplement.
PLAN
OF DISTRIBUTION
Pursuant to a placement agency
agreement dated as of July 18, 2024, we have engaged Ladenburg Thalmann & Co. Inc., or the placement agent, to act as our exclusive
placement agent in connection with this offering. Under the terms of the placement agency agreement, the placement agent has agreed to
act on a reasonable best efforts basis, in connection with the issuance and sale by us of our Depositary Shares in this takedown from
our shelf registration statement. The terms of this offering were subject to market conditions and negotiations between us, the placement
agent and prospective investors. The placement agency agreement does not give rise to any commitment by the placement agent to purchase
any of our Registered Depositary Shares, and the placement agent will have no authority to bind us by virtue of the placement agency agreement.
Further, the placement agent does not guarantee that it will be able to raise a specific amount of capital in this offering. The placement
agent may engage sub-agents or selected dealers to assist with the offering.
The placement agent proposes
to arrange for the sale of the Registered Depositary Shares we are offering pursuant to this prospectus supplement and accompanying prospectus
to the investors through a securities purchase agreement directly between the investors and us.
We expect to deliver the Registered
Depositary Shares being offered pursuant to this prospectus supplement on or about July 22, 2024, subject to satisfaction of certain closing
conditions.
We have agreed to pay the
placement agent a total cash fee equal to 8.0% of the aggregate gross proceeds of this offering. We will also pay the placement agent
a management fee equal to 1.0% of the gross proceeds raised in the offering and an expense allowance of up to an aggregate of $85,000
for legal fees and other out-of-pocket expenses. We estimate the total expenses payable by us for this offering will be approximately
$0.4 million, which amount also includes the placement agent’s fees and reimbursable expenses. In addition, we have agreed to
issue to the placement agent warrants to purchase up to 4.0% of the aggregate number of Depositary Shares (or Depositary Share equivalents)
sold in the offering. The placement agent warrant has substantially the same terms as the Series J Warrants issued to the investors in
this offering, except that the exercise price of the placement agent warrant will be $1.25 and the placement agent warrant terminates
three years from the initial exercise date, and except as required by FINRA.
We have agreed to indemnify
the placement agent and specified other persons against certain liabilities relating to or arising out of the placement agent’s
activities under the engagement letter agreement, including liabilities under the Securities Act, and to contribute to payments that the
placement agent may be required to make in respect of such liabilities.
We, for a period of 90 days
following the closing of this offering, agreed to be subject to a lock-up period, subject to certain exceptions. This means that, during
the applicable lock-up period, we and such persons may not offer for sale, contract to sell, sell, distribute, grant any option, right
or warrant to purchase, pledge, hypothecate or otherwise dispose of, directly or indirectly, any of our depositary shares or any securities
convertible into, or exercisable or exchangeable for, Depositary Shares, subject to customary exceptions. In addition, we have agreed
to not issue any securities that are subject to a price reset based on the trading prices of our ordinary shares or upon a specified or
contingent event in the future or enter into any agreement to issue securities at a future determined price for a period of 180 days following
the closing date of the offering, subject to an exception.
The placement agent may be
deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit
realized on the resale of the securities sold by it while acting as principal might be deemed to be underwriting discounts or commissions
under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirements of the Securities Act
and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the
Exchange Act. These rules and regulations may limit the timing of purchases and sales of Depositary Shares and warrants by the placement
agent acting as principal. Under these rules and regulations, the placement agent:
| · | may not engage in any stabilization activity in connection with our securities; and |
| · | may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our
securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution. |
From time to time, the placement
agent may provide in the future various advisory, investment and commercial banking and other services to us in the ordinary course of
business, for which they have received and may continue to receive customary fees and commissions. The placement agent has received compensation
in connection with a December 2022 registered direct offering, the February 2023 Private Placement, a May 2023 registered direct offering,
the December 2023 underwritten public offering, and a May 2024 warrant inducement transaction.
Our Depositary Shares are
listed on the NASDAQ Capital Market under the symbol “BDRX.” The closing price of our Depositary Shares on July 18, 2024,
as reported by the NASDAQ Stock Market LLC, was $0.9405 per share.
LEGAL
MATTERS
The validity of our ordinary
shares, including ordinary shares represented by ADSs, being offered by this prospectus supplement will be passed upon for us by Brown
Rudnick LLP, London, United Kingdom. Certain other matters of U.S. federal law will be passed upon for us by Mintz, Levin, Cohn, Ferris,
Glovsky & Popeo, P.C., Boston, Massachusetts. Ellenoff Grossman & Schole LLP, New York, New York, is counsel to the placement
agent in connection with this offering.
EXPERTS
The financial statements of
Biodexa Pharmaceuticals PLC as of December 31, 2023, and for the each of the three years in the period then ended, included in this prospectus
and in the registration statement have been so included in reliance on a report of Forvis Mazars LLP (then-named Mazars LLP), an independent
registered public accounting firm, given on authority of said firm as experts in auditing and accounting. The report on the financial
statements for the year ended December 31, 2023, contains an explanatory paragraph in Note 2 regarding our ability to continue as
a going concern.
Forvis Mazars LLP, London,
United Kingdom, is a member of the Institute of Chartered Accountants in England and Wales.
SERVICE
OF PROCESS AND ENFORCEMENT OF JUDGMENTS
We are incorporated under
the laws of England and Wales. All of our directors and officers are residents of jurisdictions outside the United States. Our corporate
headquarters is located in the United Kingdom and all or a substantial portion of our assets, and all or a substantial portion of the
assets of our directors and officers, are located outside of the United States. As a result, it may be difficult for you to serve legal
process on us or our directors or have any of them appear in a U.S. court.
We have appointed Puglisi
& Associates as our authorized agent upon whom process may be served in any action instituted in any U.S. federal or state court having
subject matter jurisdiction arising out of or based upon the securities offered by this prospectus.
We understand that in England
it may not be possible to bring proceedings or enforce a judgment of a U.S. court in respect of civil liabilities based solely on the
federal securities laws of the United States. In addition, awards of punitive damages in actions brought in the United States or elsewhere
may be unenforceable in England. An award of damages is usually considered to be punitive if it does not seek to compensate the claimant
for loss or damage suffered and is instead intended to punish the defendant. In addition to public policy aspects of enforcement, such
as the aforementioned, the enforceability of any judgment in England will depend on the particular facts of the case and the relevant
circumstances, for example (and expressly without limitation), whether there are any relevant insolvency proceedings which may affect
the ability to enforce a judgment. In addition, the United States and the United Kingdom have not currently entered into a treaty (or
convention) providing for the reciprocal recognition and enforcement of judgments (although both are contracting states to the New York
Convention on the Recognition and Enforcement of Foreign Arbitral).
PROSPECTUS SUPPLEMENT
Ladenburg Thalmann
July 18, 2024
You should rely only on the information contained
in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information
contained in this prospectus is accurate as of any date other than the date of this prospectus. We are not making an offer of these securities
in any state where the offer is not permitted.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf
registration process, we may offer ADSs representing our ordinary shares, various series of warrants, and units, in one or more offerings,
with a total value of up to $25,000,000. This prospectus provides you with a general description of the securities we may offer. Each
time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain specific
information about the terms of that offering.
This prospectus does not contain all of the information
included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration
statement, including its exhibits. The prospectus supplement may also add, update or change information contained or incorporated by reference
in this prospectus. However, no prospectus supplement will offer a security that is not registered and described in this prospectus at
the time of its effectiveness. This prospectus, together with the applicable prospectus supplements and the documents incorporated by
reference into this prospectus, includes all material information relating to the offering of securities under this prospectus. You should
carefully read this prospectus, the applicable prospectus supplement, the information and documents incorporated herein by reference and
the additional information under the headings “Where You Can Find More Information” and “Incorporation of Documents
by Reference” before making an investment decision.
You should rely only on the information we have
provided or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with
information different from that contained or incorporated by reference in this prospectus. No dealer, salesperson or other person is authorized
to give any information or to represent anything not contained or incorporated by reference in this prospectus. You must not rely on any
unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus or any prospectus supplement
is accurate only as of the date on the front of the document and that any information we have incorporated herein by reference is accurate
only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a
security.
We further note that the representations, warranties
and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus
were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among
the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations,
warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should
not be relied on as accurately representing the current state of our affairs.
This prospectus may not be used to consummate
sales of our securities unless it is accompanied by a prospectus supplement. To the extent there are inconsistencies between any prospectus
supplement, this prospectus and any documents incorporated by reference, the document with the most recent date will control.
Unless the context specifically indicates otherwise,
references in this prospectus to “Midatech Pharma PLC,” “Midatech,” “the Company,” “we,”
“our,” “ours,” “us,” “the Group,” or similar terms refer to Midatech Pharma PLC and its
subsidiaries. In this prospectus, we sometimes refer to the Company’s ordinary shares, nominal value 0.1p per share, or the ordinary
shares, the American Depositary Shares representing the ordinary shares, or the ADSs, warrants to acquire ordinary shares, or any units
thereof.
PRESENTATION OF FINANCIAL INFORMATION AND OTHER
DATA
We report under International
Financial Reporting Standards as issued by the International Accounting Standards Board, or IFRS. None of the financial statements presented
or incorporated by reference in this prospectus were prepared in accordance with generally accepted accounting principles in the United
States. We present our financial statements in British pounds sterling and in accordance with IFRS. All references in this prospectus
to “$” and “U.S. dollars” mean U.S. dollars and all references to “£”, “p” and “GBP”
mean British pounds sterling (or a unit thereof), unless otherwise noted.
On September 26, 2022, we
effected a change in the number of our ordinary shares represented by our ADSs, issued by The Bank of New York Mellon as depositary, from
five of our ordinary shares per ADS to 25 ordinary shares per ADS. The change in ratio had the same effect as a one-for-5 reverse stock
split of the ADSs, reducing the number of outstanding ADSs, as of the close of business on September 26, 2022, to approximately 3,940,000.
Our ordinary shares, which were not affected by the change, continue to trade on AIM. The change in the number of ADSs resulting from
the change in ratio has been applied retroactively to all share and per share amounts presented in this prospectus; provided, however,
that such changes have not been made to the financial statements and accompanying notes incorporated herein by reference.
PROSPECTUS SUMMARY
The following is a summary of what we
believe to be the most important aspects of our business and the offering of our securities under this prospectus. We urge you to read
this entire prospectus, including the more detailed consolidated financial statements, notes to the consolidated financial statements
and other information incorporated by reference from our other filings with the SEC or included in any applicable prospectus supplement.
Investing in our securities involves risks. Therefore, carefully consider the risk factors set forth in any prospectus supplements and
in our most recent filings with the SEC including our Annual Reports on Form 20-F and reports on Form 6-K, as well as other information
in this prospectus and any prospectus supplements and the documents incorporated by reference herein or therein, before purchasing our
securities. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as adversely
affect the value of an investment in our securities.
About Midatech Pharma PLC
We are focused on the research and development
of medicines which we believe would benefit from improved bio-delivery and/or bio-distribution using our using our proprietary platform
drug delivery technologies:
| · | Our Q-SpheraTM platform: Our disruptive polymer microsphere microtechnology is used for sustained delivery
to prolong and control the release of therapeutics over an extended period of time, from weeks to months. |
| · | Our MidaSolveTM platform: Our innovative oligosaccharide nanotechnology is used to solubilize drugs
so that they can be administered in liquid form directly and locally into tumors. |
| · | MidaCoreTM platform: Our leading-edge gold nanoparticle, or GNP, nanotechnology is used for targeting
sites of disease by using either chemotherapeutic agents or immunotherapeutic agents. |
Additional Information
For additional information related to our business and
operations, please refer to the reports incorporated herein by reference, including the Annual Report on Form 20-F of Midatech Pharma
PLC for the year ended December 31, 2021 and the Reports on Form 6-K furnished with the SEC, as described under the caption “Incorporation
of Documents by Reference” on page 36 of this prospectus.
Our Corporate Information
We are a public limited company incorporated
under the laws of England and Wales under registered number 09216368. Our principal executive offices are located at 1 Caspian Point,
Caspian Way, Cardiff, CF10 4DQ, United Kingdom. The telephone number at our principal executive office is +44 29 2048 0180. Our service
agent in the United States is located at Puglisi and Associates, 850 Library Avenue Newark, Delaware 19711. Our ordinary shares are admitted
for trading on AIM under the listing code “MTPH.” Our ADSs, each representing 25 ordinary shares, are listed on The Nasdaq
Capital Market under the symbol “MTP.” Our website is located at http://midatechpharma.com. We do not incorporate by reference
into this prospectus the information on, or accessible through, our website, and you should not consider it as part of this prospectus.
Offerings Under This Prospectus
Under this prospectus, we may offer ordinary
shares, ADSs representing our ordinary shares, and/or various series of warrants to purchase any of such securities, either individually
or in units, with a total value of up to $25,000,000, from time to time at prices and on terms to be determined by market conditions at
the time of the offering. This prospectus provides you with a general description of the securities we may offer. Each time we offer a
type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific amounts, prices
and other important terms of the securities, including, to the extent applicable:
| · | designation or classification; |
| · | aggregate principal amount or aggregate offering price; |
| · | maturity, if applicable; |
| · | rates and times of payment of interest or dividends, if any; |
| · | redemption, conversion or sinking fund terms, if any; |
| · | voting or other rights, if any; and |
| · | conversion or exercise prices, if any. |
| · | aggregate principal amount or aggregate offering price; |
| · | maturity, if applicable; |
| · | rates and times of payment of interest or dividends, if any; |
| · | redemption, conversion or sinking fund terms, if any; |
| · | voting or other rights, if any; and |
| · | conversion or exercise prices, if any. |
The prospectus supplement also may add,
update or change information contained in this prospectus or in documents we have incorporated by reference into this prospectus. However,
no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered
and described in this prospectus at the time of its effectiveness.
We may sell the securities directly to investors
or to or through agents, underwriters or dealers. We, and our agents or underwriters, reserve the right to accept or reject all or part
of any proposed purchase of securities. If we offer securities through agents or underwriters, we will include in the applicable prospectus
supplement:
| · | the names of those agents or underwriters; |
| · | applicable fees, discounts and commissions to be paid to them; |
| · | details regarding over-allotment options, if any; and |
This prospectus may not be used to consummate a sale of any
securities unless it is accompanied by a prospectus supplement.
RISK FACTORS
Investing in our securities involves significant
risk. The prospectus supplement applicable to each offering of our securities will contain a discussion of the risks applicable to an
investment in the company. Prior to making a decision about investing in our securities, you should carefully consider the specific factors
discussed under the heading “Risk Factors” in the applicable prospectus supplement, together with all of the other information
contained or incorporated by reference in the prospectus supplement or appearing or incorporated by reference in this prospectus. You
should also consider the risks, uncertainties and assumptions discussed under the heading “Risk Factors” included in our most
recent Annual Report on Form 20-F and any subsequent Annual Reports on Form 20-F we file after the date of this prospectus, and all other
information contained in or incorporated by reference into this prospectus or the registration statement of which this prospectus forms
a part, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the risk
factors and other information contained in any applicable prospectus supplement before acquiring any of our securities. Additional risks
and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. The occurrence of any
of these risks might cause you to lose all or part of your investment in the offered securities.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated
by reference in this prospectus include forward-looking statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act that relate to future events or our future financial performance and involve known and unknown risks, uncertainties
and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future
results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but
not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “may,”
“plan,” “potential,” “predict,” “project,” “targets,” “likely,”
“will,” “would,” “could,” “should,” “continue,” and similar expressions or
phrases, or the negative of those expressions or phrases, are intended to identify forward-looking statements, although not all forward-looking
statements contain these identifying words. Although we believe that we have a reasonable basis for each forward-looking statement contained
in this prospectus and incorporated by reference in this prospectus, we caution you that these statements are based on our projections
of the future that are subject to known and unknown risks and uncertainties and other factors that may cause our actual results, level
of activity, performance or achievements expressed or implied by these forward-looking statements, to differ. The sections in our periodic
reports, including our Annual Report on Form 20-F for the fiscal year ended December 31, 2021, titled “Business Overview,”
“Risk Factors,” and “Operating and Financial Review and Prospects,” as well as other sections in this prospectus
and the documents or reports incorporated by reference in this prospectus, discuss some of the factors that could contribute to these
differences. These forward-looking statements include, among other things, statements about:
| · | our requirement for additional financing and our ability to continue as a going concern; |
| · | our estimates regarding losses, expenses, future revenues, and capital requirements; |
| · | our ability to successfully develop, test, and partner with a licensee to manufacture or commercialize products for conditions using
our technology platforms; |
| · | the successful commercialization and manufacturing of any future product candidate we may commercialize or license; |
| · | the success and timing of preclinical studies and clinical trials, if any; |
| · | shifts in our business and commercial strategy; |
| · | the filing and timing of regulatory filings, including investigational new drug applications, with respect to any of our products
and the receipt of any regulatory approvals; |
| · | the anticipated medical benefits of our products; |
| · | the difficulties in obtaining and maintaining regulatory approval of our product candidates, and the labeling under any approval we
may obtain; |
| · | the success and timing of the potential commercial development of our product candidates and any product candidates we may acquire
in the future, including MTX110; |
| · | our plans and ability to develop and commercialize our product candidates and any product candidates we may acquire in the future; |
| · | the ability to manufacture products in third-party facilities; |
| · | the rate and degree of market acceptance of any of our product candidates; |
| · | the successful development of our commercialization capabilities, including our internal sales and marketing capabilities; |
| · | obtaining and maintaining intellectual property protection for our product candidates and our proprietary technology; |
| · | the success of competing therapies and products that are or become available; |
| · | the success of any future strategic acquisitions; |
| · | cybersecurity and other cyber incidents; |
| · | the impact of government laws and regulations; |
| · | regulatory, economic and political developments in the United Kingdom, the European Union, the United States and other foreign countries,
including any impact from the United Kingdom leaving the European Union; |
| · | the difficulties doing business internationally, including any risks related to the novel strain of coronavirus, COVID-19; |
| · | the ownership of our ordinary shares and ADSs; |
| · | our ability to meet the listing criteria required to remain listed on The Nasdaq Capital Market; |
| · | our status as a foreign private issuer; |
| · | our ability to recruit or retain key scientific or management personnel or to retain our senior management; |
| · | the impact and costs and expenses of any litigation we may be subject to now or in the future; and |
| · | the performance of third parties, including joint venture partners, our collaborators, third-party suppliers and parties to our licensing
agreements. |
We may not actually achieve the plans, intentions
or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.
Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements
we make. We have included important cautionary statements in this prospectus or in the documents incorporated by reference in this prospectus,
particularly in the “Risk Factors” section, that we believe could cause actual results or events to differ materially from
the forward-looking statements that we make. For a summary of such factors, please refer to the section titled “Risk Factors”
in this prospectus, as updated and supplemented by the discussion of risks and uncertainties under “Risk Factors” contained
in any supplements to this prospectus and in our most recent Annual Report on Form 20-F, as revised or supplemented by our subsequent
periodic reports filed under the Exchange Act, as well as any amendments thereto, as filed with the SEC and which are incorporated herein
by reference. The information contained in this document is believed to be current as of the date of this document. We do not intend to
update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes
in our expectations, except as required by law.
In light of these assumptions, risks and uncertainties,
the results and events discussed in the forward-looking statements contained in this prospectus or in any document incorporated herein
by reference might not occur. Investors are cautioned not to place undue reliance on the forward-looking statements, which speak only
as of the date of this prospectus or the date of the document incorporated by reference in this prospectus. We are not under any obligation,
and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future
events or otherwise. All subsequent forward-looking statements attributable to us or to any person acting on our behalf are expressly
qualified in their entirety by the cautionary statements contained or referred to in this section.
CAPITALIZATION
Our capitalization will be set forth in a prospectus
supplement to this prospectus or in a report on Form 6-K subsequently furnished to the SEC and specifically incorporated herein by reference.
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus
supplement, we intend to use any net proceeds from the sale of securities under this prospectus for general corporate purposes, including
development of our clinical and preclinical programs, other research and development costs, acquisitions of development or commercial
assets, working capital and capital expenditures. We have not determined the amounts we plan to spend on any of the areas listed above
or the timing of these expenditures. As a result, our management will have broad discretion to allocate the net proceeds, if any, we receive
in connection with securities offered pursuant to this prospectus for any purpose. Pending application of the net proceeds as described
above, we may initially invest the net proceeds in short-term, investment-grade and interest-bearing securities.
PLAN OF DISTRIBUTION
We may offer securities under this prospectus
from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods.
We may sell the securities (1) through underwriters or dealers, (2) through agents or (3) directly to one or more purchasers, or through
a combination of such methods. We may distribute the securities from time to time in one or more transactions at:
| · | a fixed price or prices, which may be changed from time to time; |
| · | market prices prevailing at the time of sale; |
| · | prices related to the prevailing market prices; or |
We may directly solicit offers to purchase the
securities being offered by this prospectus. We may also designate agents to solicit offers to purchase the securities from time to time,
and may enter into arrangements for “at-the-market,” equity line or similar transactions. We will name in a prospectus supplement
any underwriter or agent involved in the offer or sale of the securities.
If we utilize a dealer in the sale of the securities
being offered by this prospectus, we will sell the securities to the dealer, as principal. The dealer may then resell the securities to
the public at varying prices to be determined by the dealer at the time of resale.
If we utilize an underwriter in the sale of the
securities being offered by this prospectus, we will execute an underwriting agreement with the underwriter at the time of sale, and we
will provide the name of any underwriter in the prospectus supplement which the underwriter will use to make resales of the securities
to the public. In connection with the sale of the securities, we, or the purchasers of the securities for whom the underwriter may act
as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities
to or through dealers, and the underwriter may compensate those dealers in the form of discounts, concessions or commissions.
With respect to underwritten public offerings,
negotiated transactions and block trades, we will provide in the applicable prospectus supplement information regarding any compensation
we pay to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions
allowed by underwriters to participating dealers. Underwriters, dealers and agents participating in the distribution of the securities
may be deemed to be underwriters within the meaning of the Securities Act, and any discounts and commissions received by them and any
profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements
to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute
to payments they may be required to make in respect thereof.
If so indicated in the applicable prospectus supplement,
we will authorize underwriters, dealers or other persons acting as our agents to solicit offers by certain institutions to purchase securities
from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in each applicable prospectus supplement.
Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts shall not be
less nor more than, the respective amounts stated in each applicable prospectus supplement. Institutions with whom the contracts, when
authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and
charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery contracts will not
be subject to any conditions except that:
| · | the purchase by an institution of the securities covered under that contract shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which that institution is subject; and |
| · | if the securities are also being sold to underwriters acting as principals for their own account, the underwriters shall have purchased
such securities not sold for delayed delivery. The underwriters and other persons acting as our agents will not have any responsibility
in respect of the validity or performance of delayed delivery contracts. |
One or more firms, referred to as “remarketing
firms,” may also offer or sell the securities, if a prospectus supplement so indicates, in connection with a remarketing arrangement
upon their purchase. Remarketing firms will act as principals for their own accounts or as our agents. These remarketing firms will offer
or sell the securities in accordance with the terms of the securities. Each prospectus supplement will identify and describe any remarketing
firm and the terms of its agreement, if any, with us and will describe the remarketing firm’s compensation. Remarketing firms may
be deemed to be underwriters in connection with the securities they remarket. Remarketing firms may be entitled under agreements that
may be entered into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act,
and may be customers of, engage in transactions with or perform services for us in the ordinary course of business.
Certain underwriters may use this prospectus and
any accompanying prospectus supplement for offers and sales related to market-making transactions in the securities. These underwriters
may act as principal or agent in these transactions, and the sales will be made at prices related to prevailing market prices at the time
of sale. Any underwriters involved in the sale of the securities may qualify as “underwriters” within the meaning of Section
2(a)(11) of the Securities Act. In addition, the underwriters’ commissions, discounts or concessions may qualify as underwriters’
compensation under the Securities Act and the rules of the Financial Industry Regulatory Authority, Inc., or FINRA.
ADSs representing our ordinary shares sold pursuant
to the registration statement of which this prospectus is a part will be authorized for listing and trading on The Nasdaq Capital Market.
The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on The Nasdaq Capital
Market or any securities market or other securities exchange of the securities covered by the prospectus supplement. Underwriters may
make a market in our ADSs, but will not be obligated to do so and may discontinue any market making at any time without notice. We can
make no assurance as to the liquidity of or the existence, development or maintenance of trading markets for any of the securities.
In order to facilitate the offering of the securities,
certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the
securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the
offering of more securities than we sold to them. In these circumstances, these persons would cover such over-allotments or short positions
by making purchases in the open market or by exercising their over-allotment option. In addition, these persons may stabilize or maintain
the price of the securities by bidding for or purchasing the applicable security in the open market or by imposing penalty bids, whereby
selling concessions allowed to dealers participating in the offering may be reclaimed if the securities sold by them are repurchased in
connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities
at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.
The underwriters, dealers and agents may engage
in other transactions with us, or perform other services for us, in the ordinary course of their business.
DESCRIPTION OF SHARE CAPITAL
The following describes our issued share capital,
summarizes the material provisions of our articles of association and highlights certain differences in corporate law in the United Kingdom
and the United States. Please note that this summary is not intended to be exhaustive. For further information please refer to the full
version of our articles of association, which is included as an exhibit to the registration statement of which this prospectus is part.
General
We are a public limited company
organized under the laws of England and Wales under registered number 09216368. Our registered office is 1 Caspian Point, Caspian Way,
Cardiff, CF10 4DQ, United Kingdom. The principal legislation under which we operate and our shares are issued is the United Kingdom Companies
Act of 2006, or the Companies Act.
Issued Share Capital
Our issued share capital as of June 30, 2022 was
98,493,413 ordinary shares. Each ordinary share has a nominal value 0.1p per share. Each issued ordinary share is fully paid. We currently
have 1,000,001 deferred shares and no preference shares in our issued share capital.
There is no limit to the number of ordinary shares
or preference shares that we are authorized to issue, as the concept of authorized capital is no longer applicable under the provisions
of the Companies Act. There are no conversion rights, redemption provisions or sinking fund provisions relating to any ordinary shares.
We are not permitted under English law to hold
our own ordinary shares unless they are repurchased by us and held in treasury. We do not currently hold any of our own ordinary shares.
History of Share Capital
Since January 1, 2019, our issued share capital
has changed as provided below.
On February 26, 2019, we issued 10,389,610 units
to new investors pursuant to a subscription agreement, or the subscription, for aggregate consideration of approximately £8.0 million.
Each unit consisted of one ordinary share and one warrant to acquire ordinary shares.
On February 26, 2019, we issued (i) 4,331,384
units in connection with a placing, or the 2019 Placing, to certain new and existing investors and (ii) 1,716,952 ordinary shares to an
existing investor, for an aggregate consideration of approximately £4.7 million. Each unit consisted of one ordinary share and one
warrant to acquire ordinary shares.
On February 26, 2019, we issued 972,828 units
in connection with an open offer to all of our existing shareholders who did not participate in the 2019 Placing, for an aggregate consideration
of approximately £0.75 million. Each unit consisted of one ordinary share and one warrant to acquire ordinary shares.
On April 8, 2019, we effected a ratio change to
our ADSs, pursuant to which the ratio of ordinary shares to ADSs was changed such that one ADS represented 20 ordinary shares. Our ordinary
shares were not affected by this change.
On October 8, 2019, we issued 25,000 ordinary
shares for purchase by the Midatech Pharma Share Incentive Plan.
On October 25, 2019, we sold to an institutional
investor 3,000,000 ordinary shares represented by 120,000 ADSs in a registered direct offering at $25.00 per ADS, resulting in gross proceeds
of $3.0 million. In addition, we issued to the investor unregistered warrants to purchase a total of 3,000,000 ordinary shares represented
by 120,000 ADSs in a private placement, or the October Private Placement Warrants. We also issued unregistered placement agent warrants
to purchase a total of 6,000 ordinary shares represented by 6,000 ADS to affiliates of H.C. Wainwright & Co., Inc. in a private placement,
or the Wainwright October Warrants.
On March 3, 2020, following
shareholder approval, we effected a one-for-20 reverse split of our ordinary shares and our ordinary shares began trading on AIM, on a
split-adjusted basis as of such date. No fractional shares were issued in connection with the reverse stock split. As a result of the
reverse stock split, the number of issued and outstanding ordinary shares was reduced to 23,494,981 shares as of March 3, 2020.
Concurrently with the reverse
split, on March 3, 2020 we effected a ratio change in the number of ordinary shares represented by our ADSs from 20 ordinary shares per
ADS to five Ordinary Shares per ADS.
On May 20, 2020, we sold to certain institutional
investors 9,090,910 ordinary shares represented by 363,636 ADSs in a registered direct offering at $8.25 per ADS, resulting in gross proceeds
of $3.0 million. In addition, we issued to the investors unregistered warrants to purchase a total of 9,090,910 ordinary shares represented
by 363,636 ADSs in a private placement, or the May Private Placement Warrants. We also issued unregistered placement agent warrants to
purchase a total of 454,546 ordinary shares represented by 18,182 ADSs to affiliates of H.C. Wainwright & Co., Inc. in a private placement,
or the Wainwright May Warrants.
On May 22, 2020, we issued 6,666,666 units, or
Units, to certain non-U.S. investors in a placing in the United Kingdom for aggregate gross proceeds of £1.8 million. Each Unit
comprised one new ordinary share and one warrant to purchase ordinary shares, or the UK Warrants. We also issued unregistered placement
agent warrants to purchase a total of 333,333 ordinary shares to Turner Pope Investments (TPI) Limited, or Turner Pope.
On July 27, 2020, we issued 21,296,295 ordinary
shares, including 2,777,777 ordinary shares issued pursuant to a broker option, to certain non-U.S. investors in a placing in the United
Kingdom for aggregate gross proceeds of £5.75 million.
On August 19, 2020, we issued 2,500,000 ordinary
shares represented by 100,000 ADSs upon the exercise of warrants issued in May 2020 at an exercise price of $10.25 per share.
On September 30, 2020, we issued 25,000 ordinary
shares to be purchased under the Midatech Pharma Share Incentive Plan.
On February 19, 2021, we issued 306,815 ordinary
shares represented by 12,273 ADSs upon the exercise of warrants issued in May 2020 at an exercise price of $10.3125 per share.
On July 6, 2021, we issued 35,087,720 ordinary
shares to certain non-U.S. investors in a placing in the United Kingdom for aggregate gross proceeds of £10.0 million.
On March 22, 2022, we issued 26 ordinary shares
upon the exercise of 26 warrants issued in February 2019 at an exercise price of £10 per share.
On May 3, 2022, we issued 25,000 ordinary shares
to be purchased under the Midatech Pharma Share Incentive Plan.
On August 3, 2022, we issued warrants to purchase 333,333 ordinary
shares at an exercise price of £0.135 per share.
On September 26, 2022, we effected a ratio change
to our ADSs, pursuant to which the ratio of ordinary shares to ADSs was changed such that one ADS represented 25 ordinary shares. Our
ordinary shares were not affected by this change.
Options
We have established the Midatech Pharma PLC 2014
Enterprise Management Incentive Scheme pursuant to which we have issued options to purchase ordinary shares to employees and directors.
As of June 30, 2022, there were options to purchase 2,945,000 ordinary shares. The options lapse after ten years from the date of the
grant. As of June 30, 2022, the weighted average remaining life of the options was 8.7 years.
In addition, we maintain the Midatech Pharma PLC
2016 U.S. Option Plan, pursuant to which we have issued options to purchase ordinary shares to employees in the United States. With the
sale of Midatech Pharma US Inc., options granted to employees remaining with the business at the time of sale were deemed to be fully
vested and such employees were granted two years in which to exercise. At the time of such sale, there were approximately 505,000 options
subject to this. Following the sale of Midatech Pharma US Inc., no further options have since been, nor will be, granted under such plan.
In connection with our acquisition of DARA
BioSciences, Inc., or DARA, in December 2015, we assumed all of DARA’s outstanding options, or DARA Options. As of June 30,
2022, there were outstanding DARA Options to purchase 2,822 ordinary shares with a weighted average remaining life of 2.4 years. All
ordinary shares delivered to holders of DARA Options will be delivered in the appropriate amount of ADSs.
Warrants
DARA Warrants
In connection with our acquisition of DARA, we
assumed all of DARA’s existing warrants. As of June 30, 2022, there were DARA warrants outstanding exercisable for 4,080 ordinary
shares, with a weighted average exercise price of $61.03. All ordinary shares delivered to holders of such DARA warrants will be delivered
in the appropriate amount of ADSs.
October 2019 and May 2020 Warrants
The following is a brief summary of the October
Private Placement Warrants, Wainwright October Warrants, May Private Placement Warrants and Wainwright May Warrants issued in connection
with the October Private Placement and May Private Placement, as applicable, and is subject in all respects to the provisions contained
in the applicable warrants, which, with respect to the October Private Placement Warrants and Wainwright October Warrants, are filed as
exhibits to our Report on Form 6-K dated October 24, 2019, and for the May Private Placement Warrants and Wainwright May Warrants, are
filed as exhibits to our Report on Form 6-K dated May 20, 2020. Unless otherwise stated, references to warrants in this section include
the October Private Placement Warrants, May Private Placement Warrants, Wainwright October Warrants and Wainwright May Warrants.
Exercisability. The October Private Placement
Warrants and Wainwright October Warrants became exercisable on December 23, 2019. The May Private Placement Warrants and Wainwright May
Warrants became exercisable upon issuance. The October Private Placement Warrants and May Private Placement Warrants will expire five
and one-half years from the initial exercise date, and the Wainwright October Warrants and Wainwright May Warrants will expire on October
22, 2024 and May 18, 2025, respectively. The holder shall deliver the aggregate exercise price for the ADSs specified in the exercise
notice within two trading days following the date of exercise (subject to the ‘cashless exercise’ arrangements described below).
Cashless Exercise. With respect to the
October Private Placement Warrants and Wainwright October Warrants, if, more than six months after the date of issuance of such warrants,
there is no effective registration statement registering, or no current prospectus available for, the resale of the Depositary Shares
underlying such warrants, the holder may exercise the warrant, in whole or in part, on a cashless basis. With respect to the May Private
Placement Warrants and Wainwright May Warrants, if there is no effective registration statement registering, or no current prospectus
available for, the resale of the ADSs s underlying such warrants, the holder may exercise the warrant, in whole or in part, on a cashless
basis.
Exercise Price. The exercise price of (i)
each October Private Placement Warrant and Wainwright October Warrant is $31.25 per ADSs and (ii) each May Private Placement Warrants
and Wainwright May Warrant is $10.25 and $10.3125 per ADSs, respectively, each subject to the ‘cashless exercise’ arrangements
described above and to adjustment as described below.
Beneficial Ownership Limitation. A holder
shall have no right to exercise any portion of a warrant, to the extent that, after giving effect to such exercise, such holder, together
with such holder’s affiliates, and any persons acting as a group together with such holder or any such affiliate, would beneficially
own in excess of, at the initial option of the holder thereof, 4.99% or 9.99%, as applicable, of the number of ordinary shares outstanding
immediately after giving effect to the issuance of the ordinary shares underlying the ADSs upon such exercise. The holder of the warrant,
upon notice to us, may increase or decrease the beneficial ownership limitation to a percentage not to exceed 9.99%, provided that any
increase in the beneficial ownership limitation shall not be effective until 61 days following notice to us. Beneficial ownership of the
holder and its affiliates will be determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated
thereunder.
Stock dividends and stock splits. If we
pay a stock dividend or otherwise make a distribution payable in ADSs or ordinary shares, or any other equity or equivalent securities,
subdivide or combine outstanding ADSs or ordinary shares s, or reclassify ADSs, ordinary shares or any shares of our capital stock, the
exercise price of each warrant will be adjusted by multiplying the then exercise price by a fraction, the numerator of which shall be
the number of ADSs (excluding treasury shares, if any) outstanding immediately before such event, and the denominator of which shall be
the number of ADSs outstanding immediately after such event.
Rights Offerings; pro rata distributions.
If we issue ordinary share equivalents or rights to purchase shares, warrants, securities or other property pro rata to holders of ADSs,
a holder of a warrant will be entitled to acquire, subject to the beneficial ownership limitation described above, such securities or
property that such holder could have acquired if such holder had held the number of ADSs issuable upon complete exercise of the warrant
immediately prior to the date a record is taken for such issuance. If we declare or make any dividend or other distribution of assets
or rights to acquire assets to holders of ADSs or ordinary shares, a holder of a warrant will be entitled to participate, subject to the
beneficial ownership limitation, in such distribution to the same extent that the holder would have participated therein if the holder
had held the number of ADSs issuable upon full exercise of the warrant.
Fundamental Transaction. If we effect a
fundamental transaction, including, among other things, a merger, sale of substantially all of our assets, tender offer, exchange offer
and other business combination transactions, then upon any subsequent exercise of a warrant, the holder thereof shall have the right to
receive, for each ordinary share represented by the ADSs that would have been issuable upon such exercise immediately prior to the occurrence
of such fundamental transaction, the number of shares of the successor’s or acquiring corporation’s securities, if it is the
surviving corporation, and any additional consideration receivable as a result of such fundamental transaction by a holder of the number
of ordinary shares represented by the ADSs for which the warrant is exercisable immediately prior to such fundamental transaction.
Transferability. Each warrant and all rights
thereunder are transferable, in whole or in part, upon surrender of the warrant, together with a written assignment of the warrant subject
to applicable securities laws; provided, however, that the Wainwright October Warrants and Wainwright May Warrants are subject to certain
FINRA transfer restrictions. We do not intend to apply for listing of the warrants on any securities exchange or other trading system.
No Rights as Shareholder Until Exercise.
Except as set forth in the warrants, the holders of the warrants do not have any voting rights, dividends or other rights as a holder
of our capital stock until they exercise the warrants.
May 2020 United Kingdom Placing Warrants
On May 22, 2020, we issued 6,666,666 Units, with
each Unit comprising one new ordinary shares and one UK Warrant. The exercise price of the UK Warrants is £0.34 per share and it
expires five years and six months from the issuance date. We also issued UK Warrants to purchase a total of 333,333 Ordinary Shares to
Turner Pope, the placing agent, in connection with the closing of such offering, on the same terms and conditions as the other investors
in the offering.
August 2022 Warrants
On August 3, 2022, we issued warrants to purchase 333,333 ordinary
shares to Strand Hanson Limited, in payment for services rendered. The exercise price of such warrants is £0.135 per share and it
expires three years from the issuance date.
Articles of Association
The following is a summary of certain provisions
of our articles of association. Please note that this is only a summary and is not intended to be exhaustive. For further information
please refer to the full version of our articles of association, which is included as an exhibit to our most recent Annual Report on Form
20-F.
Shares and Rights Attaching to Them
Objects
The objects of our Company are unrestricted.
Share Rights
Subject to any special rights attaching to shares
already in issue, our shares may be issued with or have attached to them any preferred, deferred or other special rights or privileges
or be subject to such restrictions as we may resolve by ordinary resolution of the shareholders or decision of our board.
Voting Rights
Without prejudice to any rights or restrictions
as to voting rights attached to any shares forming part of our share capital from time to time, the voting rights attaching to shares
are as follows:
| · | on a show of hands every shareholder who is present in person and each duly authorized representative present in person of a shareholder
that is a corporation shall have one vote; |
| · | on a show of hands, each proxy present in person has one vote for and one vote against a resolution if the proxy has been duly appointed
by more than one shareholder and the proxy has been instructed by one or more of those shareholders to vote for the resolution and by
one or more other of those shareholders to vote against it; |
| · | on a show of hands, each proxy present in person has one vote for and one vote against a resolution if the proxy has been duly appointed
by more than one shareholder entitled to vote on the resolution and either: (1) the proxy has been instructed by one or more of those
shareholders to vote for the resolution and has been given any discretion by one or more other of those shareholders to vote and the proxy
exercises that discretion to vote against it; or (2) the proxy has been instructed by one or more of those shareholders to vote against
the resolution and has been given any discretion by one or more other of those shareholders to vote and the proxy exercises that discretion
to vote for it; and |
| · | on a poll every shareholder who is present in person or by proxy shall have one vote for each share of which he is the holder. |
At any general meeting a resolution put to the
vote of the meeting shall be decided on a show of hands unless a poll is demanded. Subject to the provisions of the Companies Act, as
described in “Differences in Corporate Law - Voting Rights” in this prospectus, a poll may be demanded by:
| · | the chairman of the meeting; |
| · | at least five shareholders present in person or by proxy and entitled to vote; |
| · | any shareholder(s) present in person or by proxy and representing in the aggregate not less than 10% of the total voting rights of
all shareholders having the right to vote on the resolution; or |
| · | any shareholder(s) present in person or by proxy and holding shares conferring a right to vote on the resolution on which there have
been paid up sums in the aggregate equal to not less than 10% of the total sums paid up on all shares conferring that right. |
Restrictions on Voting
No shareholder shall be entitled to vote at any
general meeting or at any separate class meeting in respect of any share held by him unless all calls or other sums payable by him in
respect of that share have been paid.
The Board of Directors may from time to time make
calls upon the shareholders in respect of any money unpaid on their shares and each shareholder shall (subject to at least 14 days’
notice specifying the time or times and place of payment) pay at the time or times so specified the amount called on his shares. If a
call remains unpaid after it has become due and payable, and the fourteen days’ notice provided by the Board of Directors has not
been complied with, any share in respect of which such notice was given may be forfeited by a resolution of the Board of Directors.
A shareholder’s right to attend general
or class meetings of the Company or to vote in respect of his shares may be suspended by the Board of Directors in accordance with our
Articles of Association if he fails to comply with a proper request for the disclosure of interests regarding the shares. See “Other
United Kingdom Law Considerations—Disclosure of Interest in Shares” in this prospectus.
Dividends
We may, by ordinary resolution, declare a dividend
to be paid to the share owners according to their respective rights and interests in profits, and may fix the time for payment of such
dividend. No dividend may be declared in excess of the amount recommended by the directors. The Board of Directors may from time to time
declare and pay to our share owners such interim dividends as appear to the directors to be justified by our profits available for distribution.
There are no fixed dates on which entitlement to dividends arises on our ordinary shares.
The share owners may pass, on the recommendation
of the directors, an ordinary resolution to direct that all or any part of a dividend to be paid by distributing specific assets, in particular
paid up shares or debentures of any other body corporate. Our articles of association also permit, with the prior authority of an ordinary
resolution of shareholders, a scrip dividend scheme under which share owners may be given the opportunity to elect to receive fully paid
ordinary shares instead of cash, or a combination of shares and cash, with respect to future dividends.
By the way of the exercise of a lien, if a share
owner owes us any money relating in any way to shares, the Board of Directors may deduct any of this money from any dividend on any shares
held by the share owner, or from other money payable by us in respect of the shares. Money deducted in this way may be used to pay the
amount owed to us.
Unclaimed dividends and other money payable in
respect of a share can be invested or otherwise used by directors for our benefit until they are claimed. A dividend or other money remaining
unclaimed 12 years after it first became due for payment will be forfeited and shall revert to the Company.
A shareholder’s right to receive dividends
on his shares may, if they represent more than 0.25% of the issued shares of that class, be suspended by the directors if he fails to
comply with a proper request for the disclosure of interests regarding the shares. See “Other United Kingdom Law Considerations—Disclosure
of Interests in Shares” in this prospectus.
Change of Control
There is no specific provision in our Articles
of Association that would have the effect of delaying, deferring or preventing a change of control. We are, however, subject to the provisions
of the United Kingdom City Code on Takeovers and Mergers, or the City Code, which contains detailed provisions regulating the timing and
manner of any takeover offer for those of the Company’s shares which confer voting rights. See “Other United Kingdom Law Considerations—City
Code on Takeovers and Mergers” in this prospectus.
Variation of Rights
Whenever our share capital is divided into different
classes of shares, all or any of the rights attached to any class may be varied or abrogated in such manner (if any) as may be provided
by those rights or (in the absence of any such provision) either with the consent in writing of the holders of at least 75% of the issued
shares of that class or with the authority of a special resolution passed at a separate general meeting of the holders of the shares of
that class.
Alteration of Share Capital and Repurchases
Subject to the provisions of the Companies Act,
and without prejudice to any relevant special rights attached to any class of shares, we may, from time to time:
| · | increase our share capital by allotting and issuing new shares in accordance with the our articles of association and any relevant
shareholder resolution; |
| · | consolidate all or any of our share capital into shares of a larger nominal amount (i.e., par value) than the existing shares; |
| · | subdivide any of our shares into shares of a smaller nominal amount (i.e., par value) than our existing shares; or |
| · | redenominate our share capital or any class of share capital. |
Preemptive Rights and New Issuance of Shares
Under the Companies Act, the issuance of equity
securities (except shares held under an employees’ share scheme) that are to be paid for wholly in cash must be offered first to
the existing holders of equity securities in proportion to the respective nominal amounts (i.e., par values) of their holdings on the
same or more favorable terms, unless a special resolution to the contrary has been passed or the articles of association otherwise provide
an exclusion from this requirement (which exclusion can be for a maximum of five years after which our shareholders’ approval would
be required to renew the exclusion). In this context, “equity securities” means ordinary shares (and would exclude shares
that, with respect to dividends or capital, carry a right to participate only up to a specified amount in a distribution), and any and
all rights to subscribe for or convert securities into such ordinary shares. This differs from U.S. law, under which shareholders generally
do not have pre-emptive rights unless specifically granted in the certificate of incorporation or otherwise.
By way of resolutions passed at our annual general
meeting held on June 20, 2022, authorities were given to the directors to allot shares in the Company, or to grant rights to subscribe
for or to convert or exchange any security into shares in the Company, up to an aggregate nominal amount representing one-third of our
issued share capital for a period up to the earlier of the conclusion of our 2023 annual general meeting or 15 months from the date of
passing of the first resolutions at the annual general meeting for 2023 referenced above. Pre-emptive rights under the Companies Act will
not apply in respect of allotment of shares for cash made pursuant to such authority, up to approximately 10% of the issued share capital.
Renewal of such authorization is expected to be sought at each of our annual general meetings.
In circumstances where we allot further ordinary
shares, we must apply for such new ordinary shares to be admitted to trading on AIM, which in some instances requires the publication
of an admission document.
Transfer of Shares
Any certificated shareholder may transfer all
or any of his shares by an instrument of transfer in the usual common form or in any other manner which is permitted by the Companies
Act and approved by the Board of Directors. Any written instrument of transfer shall be signed by or on behalf of the transferor and (in
the case of a partly paid share) the transferee.
All transfers of uncertificated shares shall be
made in accordance with and subject to the provisions of the Uncertificated Securities Regulations 2001 and the facilities and requirements
of its relevant system. The Uncertificated Securities Regulations 2001 permit shares to be issued and held in uncertificated form and
transferred by means of a computer-based system.
The Board of Directors may decline to register
any transfer of any share unless it is:
| · | a share on which the Company has no lien; |
| · | in respect of only one class of shares; |
| · | in favor of a single transferee or not more than four transferees; |
| · | duly stamped or duly certificated or otherwise shown the satisfaction of the Board of Directors to be exempt from any required stamp
duty; or |
| · | delivered for registration at the Company’s registered office or such other place as the Board of Directors may decide, accompanied
by the certificate for the shares to which it relates (other than uncertificated shares) and any other evidence the Board of Directors
may reasonably require to provide the title to such share of the transferor. |
If the Board of Directors declines to register
a transfer it shall, as soon as practicable and in any event within two months after the date on which the transfer is lodged, send to
the transferee notice of the refusal, together with reasons for the refusal.
CREST
To be traded on AIM, securities must be able to
be transferred and settled through the CREST system. CREST is a computerized paperless share transfer and settlement system which allows
securities to be transferred by electronic means, without the need for a written instrument of transfer. The Articles of Association are
consistent with CREST membership and, among other things, allow for the holding and transfer of shares in uncertificated form.
Shareholder Meetings
Annual General Meetings
In accordance with the Companies Act, we are required
in each year to hold an annual general meeting in addition to any other general meetings in that year and to specify the meeting as such
in the notice convening it. The annual general meeting shall be convened whenever and wherever the board sees fit, subject to the requirements
of the Companies Act, as described in “Differences in Corporate Law—Annual General Meeting” and “Differences in
Corporate Law—Notice of General Meetings” in this prospectus.
Notice of General Meetings
The arrangements for the calling of general meetings
are described in “Differences in Corporate Law—Notice of General Meetings” in this prospectus.
Subject to certain conditions, holders of ADSs
are entitled to receive notices under the terms of the deposit agreement relating to the ADSs. See “Description of American Depositary
Shares—Voting Rights” in this prospectus.
Quorum of General Meetings
No business shall be transacted at any general
meeting unless a quorum is present, but the absence of a quorum shall not preclude the appointment, choice or election of a chairman which
shall not be treated as part of the business of the meeting. At least two shareholders present in person or by proxy and entitled to vote
shall be a quorum for all purposes.
Class Meetings
The provisions in the Articles of Association
relating to general meetings apply to every separate general meeting of the holders of a class of shares except that:
| · | no member, other than a member of the Board of Directors, shall be entitled to notice of it or attend such meeting unless he is a
holder of shares of that class; |
| · | the quorum for such class meeting shall be two holders in person or by proxy representing not less than one-third in nominal value
of the issued shares of the class; |
| · | at the class meeting, a holder of shares of the class present in person or by proxy may demand a poll and shall on a poll be entitled
to one vote for every shares of the class held by him; and |
| · | if at any adjourned meeting of such holders a quorum is not present at the meeting, one holder of shares of the class present in person
or by proxy at an adjourned meeting constitutes a quorum. |
Directors
Number of Directors
We may not have less than two directors on our
Board of Directors. We have no maximum number of directors, though we may fix a maximum number by ordinary resolution of the shareholders.
We may, by ordinary resolution of the shareholders, vary the minimum and any maximum number of directors from time to time.
Appointment of Directors
Subject to the provisions of the Articles of Association,
we may, by ordinary resolution of the shareholders, elect any person to be a director, either to fill a casual vacancy or as an addition
to the existing board.
Without prejudice to the power to appoint any
person to be a director by shareholder resolution, the Board of Directors has the power to appoint any person to be a director, either
to fill a casual vacancy or as an addition to the existing Board of Directors. Any director appointed by the Board of Directors will hold
office only until the earlier to occur of the close of the next following annual general meeting and someone being appointed in his stead
at that meeting. Such a director is eligible for re-election at that meeting but shall not be taken into account in determining the directors
or the number of directors who are to retire by rotation at such meeting.
Rotation of Directors
At every annual general meeting, one-third of
the directors or, if their number is not a multiple of three, then the number nearest to and not exceeding one-third, shall retire from
office and each director must retire from office at least once every three years. If there are fewer than three directors, one director
shall make himself or herself available for re-election
The directors to retire on each occasion shall
be those subject to retirement by rotation who have been longest in office since their last election, but as between persons who became
or were re-elected directors on the same day those to retire shall (unless they otherwise agree amongst themselves) be determined by lot.
A director who retires at the annual general meeting
shall be eligible for re-election.
The shareholders may, at the meeting at which
a director retires, fill the vacated office by electing a person and in default the retiring director shall, if willing to continue to
act, be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution
for the re-election of such director shall have been put to the meeting and lost or such director has given notice in writing to us that
he is unwilling to be re-elected or such director has attained the retirement age applicable to him as director pursuant to the Companies
Act.
Director’s Interests
The Board of Directors may authorize, to the fullest
extent permitted by law, any matter proposed to them which would otherwise result in a director infringing his duty to avoid a situation
in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with our interests and which may
reasonably be regarded as likely to give rise to a conflict of interest. A director shall not, save as otherwise agreed by him, be accountable
to us for any benefit which he (or a person connected with him) derives from any matter authorized by the directors and any contract,
transaction or arrangement relating thereto shall not be liable to be avoided on the grounds of any such benefit.
Subject to the requirements under Sections 175,
177 and 182 of the Companies Act (which require a director to avoid a situation in which he has, or can have, a direct or indirect interest
that conflicts, or possibly conflicts, with our interests, and to declare any interest that he has, whether directly or indirectly, in
a proposed or existing transaction or arrangement with us), and provided that he has disclosed to the Board of Directors the nature and
extent of any interest of his in accordance with the Companies Act and the Articles of Association, a director notwithstanding his office:
| · | may be a party to, or otherwise interested in, any transaction or arrangement with us or in which we are otherwise interested; |
| · | may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested
in, any body corporate promoted by us or in which we are otherwise interested; and |
| · | shall not, by reason of his office, be accountable to us for any benefit which he derives from any such office or employment or from
any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable
to be avoided on the ground of any such interest or benefit. |
In the case of interests arising where a director
is in any way, directly or indirectly, interested in (a) a proposed transaction or arrangement with us or (b) a transaction or arrangement
that has been entered into by us and save as otherwise provided by the Articles of Association, such director shall not vote at a meeting
of the Board of Directors or of a committee of the Board of Directors on any resolution concerning such matter in which he has a material
interest (otherwise than by virtue of his interest in shares, debentures or other securities of, or otherwise in or through, us) unless
his interest or duty arises only because the case falls within one or more of the following paragraphs:
| · | the resolution relates to the giving to him or a person connected with him of a guarantee, security or indemnity in respect of money
lent to, or an obligation incurred by him or such a person at the request of or for the benefit of, us or any of our subsidiaries; |
| · | the resolution relates to the giving of a guarantee, security or indemnity in respect of a debt or obligation of ours or any of our
subsidiaries for which the director or a person connected with him has assumed responsibility in whole or part under a guarantee or indemnity
or by the giving of security; |
| · | the resolution relates in any way to any other company in which he is interested, directly or indirectly and whether as an officer
or shareholder or otherwise howsoever, provided that he and any persons connected with him do not to his knowledge hold an interest in
shares representing one per cent or more of any class of the equity share capital of such company or of the voting rights available to
shareholder of such company; |
| · | the resolution relates in any way to an arrangement for the benefit of our employees or any employees of our subsidiaries which does
not award him as such any privilege or benefit not generally awarded to the employees to whom such arrangement relates; |
| · | the resolution relates in any way to the purchase or maintenance for the directors of insurance; or |
| · | the resolution is in respect of any matter in which the interest of the director cannot reasonably be regarded as conflicting. |
A director shall not be counted in the quorum
present at a meeting in relation to a resolution on which he is not entitled to vote.
If a question arises at a meeting of the Board
of Directors or of a committee of the Board of Directors as to the right of a director to vote or be counted in the quorum, and such question
is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, the question may, before the conclusion
of the meeting, be referred to the chairman of the meeting and his ruling in relation to any director other than himself shall be final
and conclusive except in a case where the nature or extent of the interest of the director concerned has not been fairly disclosed.
An interest of a person connected with a director
shall be treated as an interest of the director and Section 252 of the Companies Act shall determine whether a person is connected with
a director.
Directors’ Fees and Remuneration
Each of the directors shall be paid a fee at such
rate as may from time to time be determined by the Board of Directors (or for the avoidance of doubt any duly authorized committee of
the Board of Directors) provided that the aggregate of all such fees so paid to directors shall not exceed £300,000 per annum, or
such higher amount as may from time to time be determined by ordinary resolution of shareholders.
Each director may be paid his reasonable traveling,
hotel and other expenses of attending and returning from meetings of the Board of Directors or committees thereof of or general meetings
or separate meetings of the holders class of shares or of debentures and shall be paid all expenses properly and reasonably incurred by
him in the conduct of the Company’s business or in the discharge of his duties as a director. Any director who, by request, goes
or resides abroad for any purposes required by us or who performs services which in the opinion of the Board of Directors go beyond the
ordinary duties of a director may be paid such extra remuneration as the Board of Directors may determine.
An executive director shall receive such remuneration
as the Board of Directors may determine, and either in addition to or in lieu of his remuneration as a director as detailed above.
Age Limitations and Share Ownership
We do not have any age limitations for our directors,
nor do we have mandatory retirement as a result of reaching a certain age. Our directors are not required to hold any shares in the Company.
Borrowing Power
Our directors may exercise all the powers of the
Company to borrow or raise money and mortgage or charge all or any part of our undertaking, property and assets (present and future),
and uncalled capital. Subject to the Companies Act, the directors may also create and issue debentures, other loan stock and other securities,
whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. Our directors are
required to restrict the borrowings of the Company to ensure that the aggregate principal amount of borrowings at any one time outstanding
and all of its subsidiary undertakings (other than intra-Group borrowing) shall not at any time, without the previous sanction of an ordinary
resolution of the Company, exceed two times the gross asset value of the Company and our subsidiaries.
Liability of Midatech and its Directors and Officers
Subject to the provisions on indemnities set out
in Companies Act, every director, alternate director or former director (and of any associated company) shall be entitled to be indemnified
out of our assets against all costs and liabilities incurred by him or her in relation to any proceedings or any regulatory investigation
or action which relate to anything done or omitted or alleged to have been done or omitted by him or her as a director so long as the
indemnities do not cover liability for breach of duty to the Company or cover any fine, costs or related expense in connection with any
proceedings for default on the part of the director. Lawful indemnities extend to the provision of funds to him or her by the Company
to meet expenditure incurred or to be incurred by him in defending himself in any proceedings (whether civil or criminal) or in connection
with an application for statutory relief or in an investigation by a regulatory authority which must however be repaid where such proceedings,
application, investigation or action are in connection with any alleged negligence, default, breach of duty or breach of trust by him
or her in relation to the Company (or any associated company of ours) and he or she is convicted or found in default thereof. Under English
law, any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him
in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.
Under a deed poll declared by us on August 5,
2015, or a Deed of Indemnity, our Board of Directors and our Company Secretary are indemnified against costs and liabilities incurred
in connection with their office, other than any liability owed by such person to the Company itself (or any of our associated entities)
and other than indemnification for liabilities in certain circumstances, which are prohibited by virtue of the Companies Act. The Deed
of Indemnity provides that a director may also be lent sums to finance any relevant defense costs, provided that, in the event such proceedings
involve criminal or civil matters in which the person is convicted or has a judgment made against him or her, then such loan must be repaid.
Our total aggregate liability of Midatech under the Deed of Indemnity is £5 million.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to a charter provision, by-law,
contract, arrangements, statute or otherwise, we acknowledge that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.
Other United Kingdom Law Considerations
Notification of Voting Rights
A shareholder in a public company incorporated
in the United Kingdom whose shares are admitted to trading on AIM is required pursuant to Rule 5 of the Disclosure Guidance and Transparency
Rules of the United Kingdom Financial Conduct Authority to notify us of the percentage of his voting rights if the percentage of voting
rights which he holds as a shareholder or through his direct or indirect holding of financial instruments (or a combination of such holdings)
reaches, exceeds or falls below 3%, 4%, 5%, and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of shares.
Mandatory Purchases and Acquisitions
Pursuant to Sections 979 to 991 of the Companies
Act, where a takeover offer has been made for us and the offeror has acquired or unconditionally contracted to acquire not less than 90%
in value of the shares to which the offer relates and not less than 90% of the voting rights carried by those shares, the offeror may
give notice to the holder of any shares to which the offer relates which the offeror has not acquired or unconditionally contracted to
acquire that he wishes to acquire, and is entitled to so acquire, those shares on the same terms as the general offer. The offeror would
do so by sending a notice to the outstanding minority shareholders telling them that it will compulsorily acquire their shares. Such notice
must be sent within three months of the last day on which the offer can be accepted in the prescribed manner. The squeeze-out of the minority
shareholders can be completed at the end of six weeks from the date the notice has been given, following which the offeror can execute
a transfer of the outstanding shares in its favor and pay the consideration to us, and we would hold the consideration on trust for the
outstanding minority shareholders. The consideration offered to the outstanding minority shareholders whose shares are compulsorily acquired
under the Companies Act must, in general, be the same as the consideration that was available under the takeover offer.
Sell Out
The Companies Act also gives our minority shareholders
a right to be bought out in certain circumstances by an offeror who has made a takeover offer for all of our shares. The holder of shares
to which the offer relates, and who has not otherwise accepted the offer, may require the offeror to acquire his shares if, prior to the
expiry of the acceptance period for such offer, (i) the offeror has acquired or agreed to acquire not less than 90% in value of the voting
shares, and (ii) not less than 90% of the voting rights carried by those shares. The offeror may impose a time limit on the rights of
minority shareholders to be bought out that is not less than three months after the end of the acceptance period. If a shareholder exercises
his rights to be bought out, the offeror is required to acquire those shares on the terms of this offer or on such other terms as may
be agreed.
Disclosure of Interest in Shares
Pursuant to Part 22 of the Companies Act, we are
empowered by notice in writing to any person whom we know or have reasonable cause to believe to be interested in our shares, or at any
time during the three years immediately preceding the date on which the notice is issued has been so interested, requiring such person
within a reasonable time to disclose to us particulars of that person’s interest and (so far as is within his knowledge) particulars
of any other interest that subsists or subsisted in those shares. The Articles of Association specify that a response is required from
such person within 14 days after service of any such notice.
Under the Articles of Association, if a person
defaults in supplying us with the required particulars in relation to the shares in question, or Default Shares, the directors may by
notice direct that:
| · | in respect of the Default Shares, the relevant member shall not be entitled to attend or vote (either in person or by proxy) at any
general meeting or of a general meeting of the holders of a class of shares or upon any poll or to exercise any right conferred by the
Default Shares; and/or |
| · | where the Default Shares represent at least 0.25% of their class, (a) any dividend (or any part of a dividend) payable in respect
of the Default Shares shall be retained by us without liability to pay interest, (b) the shareholder may not be entitled to elect to receive
shares instead of a dividend, and (c) no transfers by the relevant member of any Default Shares may be registered (unless the member himself
is not in default and the transfer does not relate to Default Shares, the transfer is exempt or that the transfer is permitted under the
U.K. Uncertificated Securities Regulations 2001). |
Purchase of Own Shares
Under English law, a limited company may only
purchase or redeem its own shares out of the distributable profits of the company or the proceeds of a fresh issue of shares made for
the purpose of financing the purchase, provided that they are not restricted from doing so by their articles. A limited company may not
purchase or redeem its own shares if, as a result of the purchase, there would no longer be any issued shares of the company other than
redeemable shares or shares held as treasury shares. Shares must be fully paid in order to be repurchased.
Subject to the above, we may purchase our own
shares in the manner prescribed below. We may make a market purchase of our own fully paid shares pursuant to an ordinary resolution of
shareholders. The resolution authorizing the purchase must:
| · | specify the maximum number of shares authorized to be acquired; |
| · | determine the maximum and minimum prices that may be paid for the shares; and |
| · | specify a date, not being later than five years after the passing of the resolution, on which the authority to purchase is to expire. |
We may purchase our own fully paid shares otherwise
than on a recognized investment exchange pursuant to a purchase contract authorized by resolution of shareholders before the purchase
takes place. Any authority will not be effective if any shareholder from whom we propose to purchase shares votes on the resolution and
the resolution would not have been passed if he had not done so. The resolution authorizing the purchase must specify a date, not being
later than five years after the passing of the resolution, on which the authority to purchase is to expire.
We currently have authority from a resolution
passed at our 2019 annual general meeting to purchase a maximum of 40,939,961 shares representing approximately 10% of our issued capital
valid for a period up to the earlier of the conclusion of our 2020 annual general meeting or 15 months from the date of passing such resolution,
although we do not currently have any distributable profits out of which such a purchase or redemption of shares may be made.
Distributions and Dividends
Under the Companies Act, before a company can
lawfully make a distribution or dividend, it must ensure that it has sufficient distributable reserves (on a non-consolidated basis).
The basic rule is that a company’s profits available for the purpose of making a distribution are its accumulated, realized profits,
so far as not previously utilized by distribution or capitalization, less its accumulated, realized losses, so far as not previously written
off in a reduction or reorganization of capital duly made. The requirement to have sufficient distributable reserves before a distribution
or dividend can be paid applies to us and to each of our subsidiaries that has been incorporated under English law.
It is not sufficient that we, as a public company,
have made a distributable profit for the purpose of making a distribution. An additional capital maintenance requirement is imposed on
us to ensure that the net worth of the company is at least equal to the amount of its capital. A public company can only make a distribution:
| · | if, at the time that the distribution is made, the amount of its net assets (that is, the total excess of assets over liabilities)
is not less than the total of its called up share capital and undistributable reserves; and |
| · | if, and to the extent that, the distribution itself, at the time that it is made, does not reduce the amount of the net assets to
less than that total. |
City Code on Takeovers and Mergers
As a United Kingdom incorporated public company
with our registered office in the United Kingdom which is admitted to AIM, we are subject to the City Code, which is issued and administered
by the United Kingdom Panel on Takeovers and Mergers, or the Panel. The City Code provides a framework within which takeovers of companies
subject to it are conducted. In particular, the City Code contains certain rules in respect of mandatory offers. Under Rule 9 of the City
Code, if a person:
| · | acquires an interest in our shares which, when taken together with shares in which he or persons acting in concert with him are interested,
carries 30% or more of the voting rights of our shares; or |
| · | who, together with persons acting in concert with him, is interested in shares that in the aggregate carry not less than 30% and not
more than 50% of the voting rights in us, acquires additional interests in shares that increase the percentage of shares carrying voting
rights in which that person is interested, the acquirer, and depending on the circumstances, its concert parties would be required (except
with the consent of the Panel) to make a cash offer for our outstanding shares at a price not less than the highest price paid for any
interests in the shares by the acquirer or its concert parties during the previous 12 months. |
Exchange Controls
There are no governmental laws, decrees, regulations
or other legislation in the United Kingdom that may affect the import or export of capital, including the availability of cash and cash
equivalents for use by us, or that may affect the remittance of dividends, interest, or other payments by us to non-resident holders of
our ordinary shares or ADSs, other than withholding tax requirements. There is no limitation imposed by English law or in the Articles
of Association on the right of non-residents to hold or vote shares.
Differences in Corporate Law
The applicable provisions of the Companies
Act differ from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of certain differences between
the provisions of the Companies Act applicable to us and the Delaware General Corporation Law relating to shareholders’ rights and
protections. This summary is not intended to be a complete discussion of the respective rights and it is qualified in its entirety by
reference to Delaware law and English law.
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England and Wales |
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Delaware |
| Number of Directors |
Under the Companies Act, a public limited company must have at least two directors and the number of directors may be fixed by or in the manner provided in a company’s articles of association. |
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Under Delaware law, a corporation must have at least one director and the number of directors shall be fixed by or in the manner provided in the bylaws. |
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| Removal of Directors |
Under the Companies Act, shareholders may remove a director without cause by an ordinary resolution (which is passed by a simple majority of those voting in person or by proxy at a general meeting) irrespective of any provisions of any service contract the director has with the company, provided 28 clear days’ notice of the resolution has been given to the company and its shareholders. On receipt of notice of an intended resolution to remove a director, the company must forthwith send a copy of the notice to the director concerned. Certain other procedural requirements under the Companies Act must also be followed such as allowing the director to make representations against his or her removal either at the meeting or in writing. |
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Under Delaware law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except (a) unless the certificate of incorporation provides otherwise, in the case of a corporation whose board of directors is classified, shareholders may effect such removal only for cause, or (b) in the case of a corporation having cumulative voting, if less than the entire board of directors is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he is a part. |
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Vacancies on the
Board of Directors |
Under English law, the procedure by which directors (other than a company’s initial directors) are appointed is generally set out in a company’s articles of association, provided that where two or more persons are appointed as directors of a public limited company by a single resolution of the shareholders such resolution must not be put to shareholders unless a resolution that it should be so made has first been agreed to by the shareholders without any vote being against it. |
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Under Delaware law, vacancies and newly created directorships may be filled by a majority of the directors then in office (even though less than a quorum) or by a sole remaining director unless (a) otherwise provided in the certificate of incorporation or by-laws of the corporation or (b) the certificate of incorporation directs that a particular class of stock is to elect such director, in which case a majority of the other directors elected by such class, or a sole remaining director elected by such class, will fill such vacancy. |
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Annual General
Meeting |
Under the Companies Act, a public limited company must hold an annual general meeting in each six-month period beginning with the day following the company’s annual accounting reference date. |
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Under Delaware law, the annual meeting of stockholders shall be held at such place, on such date and at such time as may be designated from time to time by the board of directors or as provided in the certificate of incorporation or by the bylaws. |
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| General Meeting |
Under the Companies Act, a general meeting of the shareholders of a
public limited company may be called by the directors.
Shareholders holding at least 5% of the paid-up capital of the
company carrying voting rights at general meetings can require the directors to call a general meeting and, if the directors fail to
do so within a prescribed period, may themselves, or any of them representing more than one half of the total voting rights of all of
them, call a general meeting. |
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Under Delaware law, special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws. |
Notice of General
Meetings |
Under the Companies Act, 21 clear days’ notice must be given for an annual general meeting and any resolutions to be proposed at the meeting. Subject to a company’s articles of association providing for a longer period, at least 14 clear days’ notice is required for any other general meeting of a public limited company which fulfil certain conditions. In addition, certain matters, such as resolutions to remove directors or auditors, require special notice, which is 28 clear days’ notice. The shareholders of a company may in all cases consent to a shorter notice period, the proportion of shareholders’ consent required being 100% of those entitled to attend and vote in the case of an annual general meeting and, in the case of any other general meeting, a majority in number of the shareholders having a right to attend and vote at the meeting, being a majority who together hold not less than 95% in nominal value of the shares giving a right to attend and vote at the meeting. |
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Under Delaware law, unless otherwise provided in the certificate of incorporation or bylaws, written notice of any meeting of the stockholders must be given to each stockholder entitled to vote at the meeting not less than 10 nor more than 60 days before the date of the meeting and shall specify the place, date, hour, and purpose or purposes of the meeting. |
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| Quorum |
Subject to the provisions of a company’s articles of association, the Companies Act provides that two shareholders present at a meeting (in person, by proxy or authorized under the Companies Act) shall constitute a quorum for companies with more than one shareholder. |
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The certificate of incorporation or bylaws may specify the number of shares, the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum, but in no event shall a quorum consist of less than one third of the shares entitled to vote at the meeting. In the absence of such specification in the certificate of incorporation or bylaws, a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders. |
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| Proxy |
Under the Companies Act, at any meeting of shareholders, a shareholder may designate another person to attend, speak and vote at the meeting on their behalf by proxy. |
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Under Delaware law, at any meeting of stockholders, a stockholder may designate another person to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A director of a Delaware corporation may not issue a proxy representing the director’s voting rights as a director. |
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| Pre-emptive Rights |
Under the Companies Act, “equity securities”, being (i) shares in the company other than shares that, with respect to dividends and capital, carry a right to participate only up to a specified amount in a distribution (“ordinary shares”) or (ii) rights to subscribe for, or to convert securities into, ordinary shares, proposed to be allotted for cash must be offered first to the existing equity shareholders in the company in proportion to the respective nominal value of their holdings, unless the period during which any such offer may be accepted as expired or the company has received notice of acceptance of refusal, or an exception applies or a special resolution to the contrary has been passed by shareholders in a general meeting or the articles of association provide otherwise (in each case in accordance with the provisions of the Companies Act). |
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Under Delaware law, shareholders have no preemptive rights to subscribe to additional issues of stock or to any security convertible into such stock unless, and except to the extent that, such rights are expressly provided for in the certificate of incorporation. |
| Authority to Allot |
Under the Companies Act, the directors of a company must not allot shares or grant rights to subscribe for or to convert any security into shares unless an exception applies or an ordinary resolution to the contrary has been passed by shareholders in a general meeting or the articles of association provide otherwise (in each case in accordance with the provisions of the Companies Act). |
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Under Delaware law, if the corporation’s charter or certificate of incorporation so provides, the board of directors has the power to authorize the issuance of stock. It may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the corporation or any combination thereof. It may determine the amount of such consideration by approving a formula. In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration is conclusive. |
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Liability of Directors
and Officers |
Under the Companies Act, any provision (whether contained in a company’s
articles of association or any contract or otherwise) that purports to exempt a director of a company, to any extent, from any liability
that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company
is void.
Any provision by which a company directly or indirectly provides
an indemnity, to any extent, for a director of the company or of an associated company against any liability attaching to him in connection
with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is also void except
as permitted by the Companies Act, which provides exceptions for the company to (a) purchase and maintain insurance against such liability;
(b) provide a “qualifying third party indemnity” (being an indemnity against liability incurred by the director to a person
other than the company or an associated company); and (c) provide a “qualifying pension scheme indemnity” (being an indemnity
against liability incurred in connection with the company’s activities as trustee of an occupational pension plan). |
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Under Delaware law, a corporation’s certificate of incorporation
may include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for damages
arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for:
• any breach of the director’s
duty of loyalty to the corporation or its stockholders;
• acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law;
• intentional or negligent
payment of unlawful dividends or stock purchases or redemptions; or
• any
transaction from which the director derives an improper personal benefit. |
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| Voting Rights |
Under the model articles of public companies, unless a poll is demanded
by the shareholders of a company or is required by the chairman of the meeting or by the company’s articles of association, shareholders
shall vote on all resolutions on a show of hands. Under the Companies Act, a poll may be demanded by (a) not fewer than five shareholders
having the right to vote on the resolution; (b) any shareholder(s) representing not less than 10% of the total voting rights of all the
shareholders having the right to vote on the resolution; or (c) any shareholder(s) holding shares in the company conferring a right to
vote on the resolution being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on
all the shares conferring that right. A company’s articles of association may provide more extensive rights for shareholders to
call a poll.
Under English law, an ordinary resolution is passed on a show
of hands if it is approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) and
entitled to vote. If a poll is demanded, an ordinary resolution is passed if it is approved by holders representing a simple majority
of the total voting rights of shareholders present, in person or by proxy, who, being entitled to vote, vote on the resolution. Special
resolutions require the affirmative vote of not less than 75% of the votes cast by shareholders present, in person or by proxy, at the
meeting. |
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Delaware law provides that, unless otherwise provided in the certificate of incorporation, each stockholder is entitled to one vote for each share of capital stock held by such stockholder. |
Shareholder Vote on
Certain Transactions |
The Companies Act provides for schemes of arrangement, which are arrangements
or compromises between a company and any class of shareholders or creditors that are used in certain types of reconstructions, amalgamations,
capital reorganizations or takeovers. These arrangements require:
• the approval at a shareholders’
or creditors’ meeting convened by order of the court, of a majority in number of shareholders or creditors representing 75% in value
of the capital held by, or a class thereof, the class of shareholders or creditors, or class thereof present and voting, either in person
or by proxy; and
• the
approval of the court. |
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Generally, under Delaware law, unless the certificate of incorporation
provides for the vote of a larger portion of the stock, completion of a merger, consolidation, sale, lease or exchange of all or substantially
all of a corporation’s assets or dissolution requires:
• the approval of the board
of directors; and
• approval
by the vote of the holders of a majority of the outstanding stock or, if the certificate of incorporation provides for more or less than
one vote per share, a majority of the votes of the outstanding stock of a corporation entitled to vote on the matter. |
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Standard of Conduct
for Directors |
Under English law, a director owes various statutory and fiduciary
duties to the company, including:
• to act in the way he considers,
in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole, subject in certain
specified circumstances to consider or act in the interests of the creditors of the company;
• to avoid a situation in
which he has, or can have, a direct or indirect interest that conflicts, or possibly conflicts, with the interests of the company;
• to act in accordance with
the company’s constitution and only exercise his powers for the purposes for which they are conferred;
• to exercise independent
judgement;
• to exercise reasonable care,
skill and diligence;
• not to accept benefits from
a third party conferred by reason of his being a director or doing, or not doing, anything as a director; and
• a
duty to declare any interest that he has, whether directly or indirectly, in a proposed or existing transaction or arrangement with the
company. |
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Delaware law does not contain specific provisions setting forth the
standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of
Delaware. In general, directors have a duty to act without self-interest, on a well-informed basis and in a manner they reasonably believe
to be in the best interest of the stockholders.
Directors of a Delaware corporation owe fiduciary duties of care and
loyalty to the corporation and to its shareholders. The duty of care generally requires that a director act in good faith, with the care
that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of all material
information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he
reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage.
In general, but subject to certain exceptions, actions of a director are presumed to have been made on an informed basis, in good faith
and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted
by evidence of a breach of one of the fiduciary duties. Delaware courts have also imposed a heightened standard of conduct upon directors
of a Delaware corporation who take any action designed to defeat a threatened change in control of the corporation.
In addition, under Delaware law,
when the board of directors of a Delaware corporation approves the sale or break-up of a corporation, the board of directors may, in
certain circumstances, have a duty to obtain the highest value reasonably available to the shareholders. |
Shareholder
Litigation |
Under English law, generally, the company, rather than its shareholders, is the proper claimant in an action in respect of a wrong done to the company or where there is an irregularity in the company’s internal management. Notwithstanding this general position, the Companies Act provides that (i) a court may allow a shareholder to bring a derivative claim (that is, an action in respect of and on behalf of the company) in respect of a cause of action arising from an act or omission involving a director’s negligence, default, breach of duty or breach of trust and (ii) a shareholder may bring a claim for a court order where the company’s affairs have been or are being conducted in a manner that is unfairly prejudicial to some or all of its shareholders. |
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Under Delaware law, a stockholder may initiate a derivative action
to enforce a right of a corporation if the corporation fails to enforce the right itself. The complaint must:
• state
that the plaintiff was a stockholder at the time of the transaction of which the plaintiff complains or that the plaintiffs shares thereafter
devolved on the plaintiff by operation of law; and
• allege
with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors and the reasons for
the plaintiff’s failure to obtain the action; or
• State
the reasons for not making the effort. |
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Additionally, the plaintiff must remain a stockholder through the duration of the derivative suit. The action will not be dismissed or compromised without the approval of the Delaware Court of Chancery. |
Listing
The ADSs are listed on The Nasdaq Capital Market
under the symbol “MTP”.
Transfer Agent and Registrar
Our share register is maintained by our registrar,
Neville Registrars Limited. The transfer agent and registrar for our ADSs is Computershare.
DESCRIPTION OF WARRANTS
General
We may issue warrants to purchase our ordinary
shares represented by ADSs in one or more series together with other securities or separately, as described in the applicable prospectus
supplement. Below is a description of certain general terms and provisions of the warrants that we may offer. Particular terms of the
warrants will be described in the warrant agreements and the prospectus supplement relating to the warrants.
The applicable prospectus supplement will contain,
where applicable, the following terms of and other information relating to the warrants:
| · | the specific designation and aggregate number of, and the price at which we will issue, the warrants; |
| · | the currency or currency units in which the offering price, if any, and the exercise price payable; |
| · | the designation, amount and terms of the securities purchasable upon exercise of the warrants; |
| · | if applicable, the exercise price for our ADSs and the number of ADSs to be received upon exercise; |
| · | the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously
exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants; |
| · | whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of
these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security
included in that unit; |
| · | any applicable material U.S. federal income tax consequences and any applicable material U.K. tax consequences; |
| · | the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars
or other agents; |
| · | the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; |
| · | if applicable, the date from and after which the warrants and the ADSs will be separately transferable; |
| · | if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; |
| · | information with respect to book-entry procedures, if any; |
| · | the anti-dilution provisions of the warrants, if any; |
| · | any redemption or call provisions, if any; |
| · | whether the warrants may be sold separately or with other securities as parts of units; and |
| · | any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
Transfer Agent and Registrar
The transfer agent and registrar for any warrants
will be set forth in the applicable prospectus supplement.
DESCRIPTION OF UNITS
The following description, together with the additional
information that we include in any applicable prospectus supplements summarizes the material terms and provisions of the units that we
may offer under this prospectus. While the terms we have summarized below will apply generally to any units that we may offer under this
prospectus, we will describe the particular terms of any series of units in more detail in the applicable prospectus supplement. The terms
of any units offered under a prospectus supplement may differ from the terms described below.
We will incorporate by reference from reports
that we file with the SEC, the form of unit agreement that describes the terms of the series of units we are offering, and any supplemental
agreements, before the issuance of the related series of units. The following summaries of material terms and provisions of the units
are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements
applicable to a particular series of units. We urge you to read the applicable prospectus supplements related to the particular series
of units that we may offer under this prospectus, as well as any related free writing prospectuses and the complete unit agreement and
any supplemental agreements that contain the terms of the units.
General
We may issue units consisting of any combination
of the other types of securities offered under this prospectus in one or more series. Each unit will be issued so that the holder of the
unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder
of each security included in the unit. The unit agreement under which a unit is issued may provide that the securities included in the
unit may not be held or transferred separately, at any time or at any time before a specified date.
We will describe in the applicable prospectus supplement the terms
of the series of units being offered, including:
| · | the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately; |
| · | any provisions of the governing unit agreement that differ from those described below; and |
| · | any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units. |
The provisions described in this section, as well
as those set forth in any prospectus supplement or as described under “Description of Share Capital,” “Description of
American Depositary Shares,” and “Description of Warrants,” will apply to each unit, as applicable, and to any ordinary
shares represented by ADSs or warrant included in each unit, as applicable.
Unit Agent
The name and address of the unit agent, if any,
for any units we offer will be set forth in the applicable prospectus supplement.
Issuance in Series
We may issue units in such amounts and in such
numerous distinct series as we determine.
Enforceability of Rights by Holders of Units
Each unit agent will act solely as our agent under
the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single
bank or trust company may act as a unit agent for more than one series of units. A unit agent will have no duty or responsibility in case
of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at
law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit agent or the holder
of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.
DESCRIPTION OF AMERICAN DEPOSITARY SHARES
General
Our ADSs are deposited pursuant
to the Amended and Restated Deposit Agreement dated February 8, 2021, among the Company, The Bank of New York Mellon as depositary, ands
owners and holders of ADSs. The depositary registers and delivers the ADSs.
Each ADS represents five ordinary shares (or a right to receive five ordinary shares) deposited with The Bank of New York Mellon, London
Branch, or any successor, as custodian for the depositary. Each ADS also represents any other securities, cash or other property that
may be held by the depositary. The deposited ordinary shares together with any other securities, cash or other property held by the depositary
are referred to as the deposited securities. The depositary’s office at which the ADSs are administered and its principal executive
office are located at 240 Greenwich Street, New York, New York 10286.
You may hold ADSs either
(1) directly (a) by having an American Depositary Receipt, or ADR, which is a certificate evidencing a specific number of ADSs, registered
in your name, or (b) by having ADSs registered in your name in the Direct Registration System, or (2) indirectly by holding a security
entitlement in ADSs through your broker or other financial institution. If you hold ADSs directly, you are a registered ADS holder. This
description assumes you are a ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial
institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution
to find out what those procedures are.
The Direct Registration System,
or DRS, is a system administered by The Depository Trust Company, or DTC, pursuant to which the depositary may register the ownership
of uncertificated ADSs, which ownership is confirmed by periodic statements sent by the depositary to the registered holders of uncertificated
ADSs.
ADS holders are not treated
as shareholders and do not have shareholder rights. English law governs shareholder rights. The depositary is the holder of the ordinary
shares underlying the ADSs. As a holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary and you,
as a ADS holder, and all other persons directly and indirectly holding ADSs sets out ADS holder rights as well as the rights and obligations
of the depositary. A copy of the deposit agreement is incorporated by reference as an exhibit to our most recent Annual Report on Form
20-F. New York law governs the deposit agreement and the ADSs.
The
following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire
deposit agreement and the form of ADS.
Dividends and Other
Distributions
How will you receive
dividends and other distributions on the ordinary shares?
The
depositary has agreed to pay you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited
securities, after deducting its fees and expenses. As a ADS holder, you will receive these distributions in proportion to the number of
ordinary shares your ADSs represent.
Cash. We do not expect
to declare or pay any cash dividends or cash distributions on our ADSs for the foreseeable future. The depositary will convert any cash
dividend or other cash distribution we pay on the ADSs or any net proceeds from the sale of any ordinary shares, rights, securities or
other entitlements into U.S. dollars if it can do so on a reasonable basis and at the then prevailing market rate, and can transfer the
U.S. dollars to the United States. If that is not possible and lawful or if any government approval is needed and cannot be obtained,
the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do
so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest
the foreign currency and it will not be liable for any interest. Before making a distribution, any taxes or other governmental charges,
together with fees and expenses of the depositary that must be paid, will be deducted. See the section titled “Item 10 E. Additional
Information—Taxation” in our most recent Annual Report on Form 20-F for a summary of certain tax consequences in respect
of dividends or distributions to holders of ADSs. It will distribute only whole U.S. dollars and cents and will round fractional cents
to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you
may lose some or all of the value of the distribution.
Ordinary Shares. The
depositary may distribute additional ADSs representing any ordinary shares we distribute as a dividend or free distribution to the extent
reasonably practicable and permissible under law. The depositary will only distribute whole ADSs. If the depositary does not distribute
additional ADSs, the outstanding ADSs will also represent the new ordinary shares. The depositary may sell a portion of the distributed
ordinary shares sufficient to pay its fees and expenses in connection with that distribution.
Elective Distributions
in Cash or Shares. If we offer holders of our ordinary shares the option to receive dividends in either cash or shares, the depositary,
after consultation with us, may make such elective distribution available to you as a holder of the ADSs. We must first instruct the depositary
to make such elective distribution available to you. As a condition of making a distribution election available to ADS holders, the depositary
may require satisfactory assurances from us that doing so would not require registration of any securities under the Securities Act. There
can be no assurance that you will be given the opportunity to receive elective distributions on the same terms and conditions as the holders
of ordinary shares, or at all.
Rights to Purchase Additional
Ordinary Shares. If we offer holders of our securities any rights to subscribe for additional ordinary shares or any other rights,
the depositary may make these rights available to ADS holders. If the depositary decides it is not legal and practical to make the rights
available but that it is practical to sell the rights, the depositary will use reasonable efforts to sell the rights and distribute the
proceeds in the same way as it does with cash distributions. The depositary will allow rights that are not distributed or sold to lapse.
In that case, you will receive no value for them.
If the depositary makes rights
available to you, it will exercise the rights and purchase the ordinary shares on your behalf and in accordance with your instructions.
The depositary will then deposit the ordinary shares and deliver ADSs to you. It will only exercise rights if you pay it the exercise
price and any other charges the rights require you to pay and comply with other applicable instructions.
U.S. securities laws may
restrict transfers and cancellation of the ADSs representing ordinary shares purchased upon exercise of rights. For example, you may not
be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted ADSs that have the same terms
as the ADSs described in this section except for changes needed to put the necessary restrictions in place.
Other Distributions.
The depositary will send to you anything else we distribute to holders of deposited securities by any means it determines is equitable
and practicable. If it cannot make the distribution proportionally among the owners, the depositary may adopt another equitable and practical
method. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide
to hold what we distributed, in which case ADSs will also represent the newly distributed property.
However, the depositary is
not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is
legal to make that distribution. In addition, the depositary may sell a portion of the distributed securities or property sufficient to
pay its fees and expenses in connection with that distribution.
Neither we nor the depositary
are responsible for any failure to determine that it may be lawful or feasible to make a distribution available to any ADS holders. We
have no obligation to register ADSs, ordinary shares, rights or other securities under the Securities Act. This means that you may not
receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available
to you.
Deposit, Withdrawal and Cancellation
How are ADSs issued?
The depositary will deliver
ADSs if you or your broker deposit ordinary shares or evidence of rights to receive ordinary shares with the custodian. Upon payment of
its fees and expenses and of any taxes or charges, such as stamp taxes or share transfer taxes or fees, and delivery of any required endorsements,
certifications or other instruments of transfer required by the depositary, the depositary will register the appropriate number of ADSs
in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.
How can ADS holders withdraw the deposited securities?
You may surrender your ADSs
at the depositary’s corporate trust office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes
or share transfer taxes or fees, the depositary will transfer and deliver the ordinary shares and any other deposited securities underlying
the ADSs to you or a person designated by you at the office of the custodian or through a book-entry delivery. Alternatively, at your
request, risk and expense, the depositary will transfer and deliver the deposited securities at its corporate trust office, if feasible.
How do ADS holders interchange between certificated ADSs and
uncertificated ADSs?
You may surrender your ADRs
to the depositary for the purpose of exchanging your ADRs for uncertificated ADSs. The depositary will cancel the ADRs and will send you
a statement confirming that you are the owner of uncertificated ADSs. Alternatively, upon receipt by the depositary of a proper instruction
from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will
execute and deliver to you an ADR evidencing those ADSs.
Voting Rights
How do you vote?
You may instruct the depositary
to vote the number of whole deposited ordinary shares your ADSs represent. The depositary will notify you of shareholders’ meetings
or other solicitations of consents and arrange to deliver our voting materials to you if we ask it to. Those materials will describe the
matters to be voted on and explain how you may instruct the depositary how to vote. For instructions to be valid, they must reach the
depositary by a date set by the depositary.
The depositary will try,
as far as practical, and subject to the laws of England and Wales and our Articles of Association, to vote or to have its agents vote
the ordinary shares or other deposited securities as instructed by ADS holders.
The depositary will only
vote or attempt to vote as you instruct or as described above. If we ask the depositary to solicit the ADS holders’ instructions
to vote and a ADS holder fails to instruct the depositary as to the manner in which to vote by the specified date, such ADS holder will
be deemed to have given a discretionary proxy to a person designated by us to vote the number of deposited securities represented by its
ADSs, unless we notify the depositary that we do not wish to receive a discretionary proxy, there is substantial shareholder opposition
to the particular question, or the particular question would have an adverse impact on our shareholders.
We cannot assure you that
you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ordinary shares. In addition,
the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting
instructions provided that any such failure is in good faith. This means that you may not be able to exercise your right to vote and there
may be nothing you can do if your ordinary shares are not voted as you requested.
In order to give you a reasonable
opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositary
to act, we will try to give the depositary notice of any such meeting and details concerning the matters to be voted upon sufficiently
in advance of the meeting date.
Except as described above,
you will not be able to exercise your right to vote unless you withdraw the ordinary shares. However, you may not know about the shareholder
meeting far enough in advance to withdraw the ordinary shares.
Fees and Expenses
What fees and expenses will you be responsible for paying?
Pursuant to the terms of the deposit agreement,
the holders of ADSs will be required to pay the following fees:
Persons depositing or withdrawing our ordinary
shares or ADS holders must pay: |
|
For: |
| 5.00 USD (or less) per 100 ADSs (or portion of 100 ADSs) |
|
Issue of ADSs, including issues resulting from a distribution of our ordinary shares or rights or other property |
| |
|
|
| |
|
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates |
| |
|
|
| 0.05 USD (or less) per ADS |
|
Any cash distribution to ADS holders |
| |
|
|
| A fee equivalent to the fee that would be payable if securities distributed to ADS holders had been our ordinary shares and the ADSs had been deposited for issuance of ADSs |
|
Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders |
| |
|
|
| 0.05 USD (or less) per ADS per calendar year |
|
Depositary services |
| |
|
|
| Registration or transfer fees |
|
Transfer and registration of shares of our ordinary shares on our share register to or from the name of the depositary or its agent when persons deposit or withdraw our ordinary shares |
| |
|
|
| Expenses of the Depositary |
|
Cable and facsimile transmissions (when expressly provided in the deposit agreement) |
| |
|
|
| |
|
Converting foreign currency to U.S. dollars |
| |
|
|
| Taxes and other governmental charges the depositary or the custodian has to pay on any ADS or our ordinary shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes |
|
As necessary |
| |
|
|
| Any charges incurred by the depositary or its agents for servicing the deposited securities |
|
As necessary |
The
depositary collects its fees for delivery and surrender of ADSs directly from investors depositing
our ordinary shares or surrendering ADSs for the purpose of withdrawal or from intermediaries
acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed
or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by
deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting
for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities
or other property distributable) to ADS holders that are obligated to pay those fees. The
depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.
In
performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service
providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.
The
depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and
not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction
spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate
assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying
or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained in any
currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method
by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligations under the
deposit agreement. The methodology used to determine exchange rates used in currency conversions is available upon request.
The
depositary has agreed to reimburse us for a portion of certain expenses it incurs that are related to establishment and maintenance of
the ADR program. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement
available to us is not related to the amounts of fees the depositary collects from investors. Further, the depositary has agreed to reimburse
us certain fees payable to the depositary by holders of ADSs. Neither we nor the depositary can determine the exact amount to be made
available to us because (i) the number of ADSs that will be issued and outstanding, (ii) the level of service fees to be charged to holders
of ADSs and (iii) its reimbursable expenses related to the program are not known at this time.
Payment of Taxes
ADS holders will be responsible
for any taxes or other governmental charges payable on their ADSs or on the deposited securities represented by any of their ADSs. The
depositary may refuse to register any transfer of ADSs or allow a ADS holder to withdraw the deposited securities represented by his or
her ADSs until those taxes or other charges are paid. It may apply payments owed to such ADS holder or sell deposited securities represented
by such D ADS holder’s ADSs to pay any taxes owed and such ADS holder will remain liable for any deficiency. If the depositary sells
deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send
to ADS holders any property, remaining after it has paid the taxes.
Reclassifications, Recapitalizations and Mergers
| If we: |
|
Then: |
| · Change the nominal or par value of our ordinary shares |
|
The cash, ordinary shares or other securities received by the depositary will become deposited securities. |
| |
|
|
| · Reclassify, split up or consolidate any of the deposited securities |
|
Each ADS will automatically represent its equal share of new deposited securities. |
| |
|
|
| · Distribute securities on the ordinary shares that are not distributed to you |
|
The depositary may also deliver new ADSs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities. The depositary may also sell the new deposited securities and distribute the net proceeds if we are unable to assure the depositary that the distribution (a) does not require registration under the Securities Act or (b) is exempt from registration under the Securities Act. |
| |
|
|
| · Recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action |
|
Any replacement securities received by the depositary shall be treated as newly deposited securities and either the existing ADSs or, if necessary, replacement ADSs distributed by the depositary will represent the replacement securities. The depositary may also sell the replacement securities and distribute the net proceeds if the replacement securities may not be lawfully distributed to all ADS holders. |
Amendment and Termination
How may the deposit agreement be amended?
We
may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or
increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile
costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding
ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered,
by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.
How may the deposit agreement be terminated?
The depositary will terminate
the deposit agreement at our direction by mailing notice of termination to the ADS holders then outstanding at least 30 days prior to
the date fixed in such notice for such termination. The depositary may also terminate the deposit agreement by mailing a notice of termination
to us and the ADS holders if 60 days have passed since the depositary told us it wants to resign but a successor depositary has not been
appointed and accepted its appointment.
After termination, the depositary
and its agents will do the following under the deposit agreement but nothing else: collect distributions on the deposited securities,
sell rights and other property, and deliver ordinary shares and other deposited securities upon cancellation of ADSs. Four months after
termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold
the money it received on the sale, as well as any other cash it is holding under the deposit agreement for the pro rata benefit of the
ADS holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest. The depositary’s
only obligations will be to account for the money and other cash. After termination our only obligations under the deposit agreement will
be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay and we will not have any obligations
thereunder to current or former ADS holders.
Limitations on Obligations and Liability
Limits on our Obligations and the Obligations
of the Depositary; Limits on Liability to Holders of ADSs
The deposit agreement expressly
limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and
the depositary:
| · | are only obligated to take the actions specifically set forth in the deposit agreement without negligence
or bad faith; |
| · | are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our
or its ability to prevent or counteract with reasonable care or effort from performing our or its obligations under the deposit agreement; |
| · | are not liable if we or it exercises discretion permitted under the deposit agreement; |
| · | are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities
that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive
damages for any breach of the terms of the deposit agreement; |
| · | have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit
agreement on your behalf or on behalf of any other person; |
| · | may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed
or presented by the proper person; |
| · | are not liable for the acts or omissions of any securities depository, clearing agency or settlement system;
and |
| · | the depositary has no duty to make any determination or provide any information as to our tax status,
or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding Depositary Shares or be
liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund
of amounts withheld in respect of tax or any other tax benefit. |
In the deposit agreement,
we and the depositary agree to indemnify each other under certain circumstances. Additionally, we, the depositary and each owner and holder,
to the fullest extent permitted by applicable law, waive the right to a jury trial in an action against us or the depositary arising out
of or relating to the deposit agreement.
Requirements for Depositary Actions
Before the depositary will
deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of ordinary shares, the depositary may require:
| · | payment of stock transfer or other taxes or other governmental charges and transfer or registration fees
charged by third parties for the transfer of any ordinary shares or other deposited securities; |
| · | satisfactory proof of the identity and genuineness of any signature or other information it deems necessary;
and |
| · | compliance with regulations it may establish, from time to time, consistent with the deposit agreement,
including presentation of transfer documents. |
The depositary may refuse
to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time
if the depositary or we think it advisable to do so.
Your Right to Receive the Ordinary Shares Underlying
your Depositary Shares
ADS holders have the right
to cancel their ADSs and withdraw the underlying ordinary shares at any time except:
| · | when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed
our transfer books; (ii) the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are
paying a dividend on our ordinary shares; |
| · | when you owe money to pay fees, taxes and similar charges; or |
| · | when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations
that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities. |
This right of withdrawal
may not be limited by any other provision of the deposit agreement.
Pre-release of Depositary Shares
The deposit agreement permits
the depositary to deliver ADSs before deposit of the underlying ordinary shares. This is called a pre-release of the ADSs. The depositary
may also deliver ordinary shares upon cancellation of pre-released ADSs (even if the ADSs are canceled before the pre-release transaction
has been closed out). A pre-release is closed out as soon as the underlying ordinary shares are delivered to the depositary.
The depositary may receive
ADSs instead of ordinary shares to close out a pre-release. The depositary may pre-release ADSs only under the following conditions: (1)
before or at the time of the pre-release, the person to whom the pre-release is being made represents to the depositary in writing that
it or its customer owns the ordinary shares or ADSs to be deposited; (2) the pre-release is fully collateralized with cash or other collateral
that the depositary considers appropriate; and (3) the depositary must be able to close out the pre-release on not more than five business
days’ notice. In addition, the depositary will limit the number of ADSs that may be outstanding at any time as a result of prerelease
to 30% of the number of deposited shares, although the depositary may disregard this limit from time to time if it determines it is appropriate
to do so.
Direct Registration System
In the deposit agreement,
all parties to the deposit agreement acknowledge that the DRS and Profile Modification System, or Profile, will apply to uncertificated
ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC under which the depositary may register the ownership
of uncertificated ADSs and such ownership will be evidenced by periodic statements sent by the depositary to the registered holders of
uncertificated ADSs. Profile is a required feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder
of ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account
of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.
In connection with and in
accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary
will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of
transfer and delivery described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any
requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and
compliance with instructions received by the depositary through the DRS/Profile System and in accordance with the deposit agreement will
not constitute negligence or bad faith on the part of the depositary.
Shareholder Communications; Inspection of Register
of Holders of Depositary Shares
The depositary will make
available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make
generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make
those communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose
of contacting those holders about a matter unrelated to our business or the ADSs.
EXPENSES
The following is an estimate of the expenses (all of which are to be
paid by us) that we may incur in connection with the securities being registered hereby, other than the SEC registration fee.
| SEC registration fee | |
$ | 0 | |
| FINRA filing fee | |
| 4,250 | |
| Legal fees and expenses | |
| (1 | ) |
| Accounting fees and expenses | |
| (1 | ) |
| Printing expenses | |
| (1 | ) |
| Miscellaneous expenses | |
| (1 | ) |
| | |
| | |
| Total | |
$ | (1 | ) |
(1) These fees are calculated
based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.
LEGAL MATTERS
Unless the applicable prospectus supplement indicates
otherwise, the validity of the warrants and units governed by U.S. law and certain other matters of U.S. law will be passed upon for us
by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Unless the applicable prospectus supplement indicates otherwise, the validity of
our ordinary shares underlying the ADSs and certain matters governed by English law will be passed on for us by Brown
Rudnick LLP. Additional legal matters may be passed upon for any underwriters, dealers or agents by counsel that we will name in
the applicable prospectus supplement.
EXPERTS
The financial statements
as of December 31, 2021, and for the each of the two years in the period then ended, incorporated by reference into this prospectus have
been so incorporated in reliance on a report of Mazars LLP, an independent registered accounting firm, given on authority of said firm
as experts in auditing and accounting. The report on the financial statements for the year ended December 31, 2021 contains an explanatory
paragraph regarding our ability to continue as a going concern.
Mazars LLP, London, United
Kingdom, is a member of the Institute of Chartered Accountants in England and Wales.
The financial statements as of December 31, 2019 and for the year then
ended, incorporated by reference in this Prospectus and in the Registration Statement have been so incorporated in reliance on the report
of BDO LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as
experts in auditing and accounting. The report on the financial statements for the year ended December 31, 2019 contains an explanatory
paragraph regarding the Company’s ability to continue as a going concern.
BDO LLP, Reading, United
Kingdom, is a member of the Institute of Chartered Accountants in England and Wales.
ENFORCEMENT OF JUDGMENTS
We are a public limited company incorporated under
the laws of England and Wales. Certain of our directors and executive officers and experts named in this prospectus reside outside of
the United States, and all or a substantial portion of our assets and the assets of such persons are located outside the United States.
As a result, it may be difficult for an investor to serve process on us or our directors and executive officers or to compel any of them
to appear in Court in the United States or to enforce judgments obtained in U.S. courts against them or us, including judgments based
on civil liability provisions of the securities laws of the United States. In addition, awards of punitive damages in actions brought
in the United States or elsewhere may be unenforceable in the United Kingdom. An award for monetary damages under the U.S. securities
laws would be considered punitive in the United Kingdom if it does not seek to compensate the claimant for loss or damage suffered and
is intended to punish the defendant. The enforceability of any judgment in the United Kingdom will depend on the particular facts of the
case as well as the laws and treaties in effect at the time. The United States and the United Kingdom do not currently have a treaty providing
for the mutual recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the periodic reporting and other
informational requirements of the Exchange Act. Under the Exchange Act, we file Annual Reports and other information with the SEC. As
a foreign private issuer, we are exempt from, among other things, the rules under the Exchange Act prescribing the furnishing and content
of proxy statements and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery
provisions contained in Section 16 of the Exchange Act.
The SEC maintains a web site that contains reports
and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that
website is www.sec.gov.
This prospectus and any prospectus supplement
are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement.
The full registration statement may be obtained from the SEC or us, as provided below. Forms of the documents establishing the terms of
the offered securities are or may be filed as exhibits to the registration statement of which this prospectus forms a part. Statements
in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by
reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant
matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above.
We also maintain a website at www.midatechpharma.com
through which you can access our SEC filings. The information set forth on our website is not part of this prospectus.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference”
information that we file with them. Incorporation by reference allows us to disclose important information to you by referring you to
those other documents. The information incorporated by reference is an important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this information. We filed a registration statement on Form F-3 under the Securities
Act of 1933, as amended, with the SEC with respect to the securities we may offer pursuant to this prospectus. This prospectus omits certain
information contained in the registration statement, as permitted by the SEC. You should refer to the registration statement, including
the exhibits, for further information about us and the securities we may offer pursuant to this prospectus. Statements in this prospectus
regarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily
complete and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement, including
the documents incorporated by reference or the exhibits, may be obtained upon payment of the prescribed rates at the offices of the SEC
listed above in “Where You Can Find More Information.” The documents we are incorporating by reference are:
| · | our Annual Report on Form 20-F for the year ended December 31, 2021, filed with the SEC on April 26, 2022; |
| · | our Reports on Form 6-K furnished to the SEC on January 18, 2022, March 8, 2022, March 9, 2022, April
14, 2022, April 26, 2022, June 6, 2022, June 10, 2022, June 21, 2022, September 14, 2022 (both filings), and October 4, 2022, that we
incorporate by reference into this prospectus; and |
| · | the description of ADSs representing our ordinary shares contained in our Registration Statement on Form
8-A originally filed with the SEC on December 2, 2015, and as amended on April 30, 2021, including any amendments or reports filed for
the purpose of updating such description. |
We are also incorporating by reference all subsequent
Annual Reports on Form 20-F that we file with the SEC and certain reports on Form 6-K that we furnish to the SEC after the date of this
prospectus (if they state that they are incorporated by reference into this prospectus) prior to the termination of this offering. In
all cases, you should rely on the later information over different information included in this prospectus or any accompanying prospectus
supplement.
Unless expressly incorporated by reference, nothing
in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC. Copies of all documents
incorporated by reference in this prospectus, other than exhibits to those documents unless such exhibits are specifically incorporated
by reference in this prospectus, will be provided at no cost to each person, including any beneficial owner, who receives a copy of this
prospectus on the written or oral request of that person made to:
Midatech Pharma PLC
1 Caspian Point
Caspian Way
Cardiff, CF10 4DQ, United Kingdom
+44
29 2048 0180
You may also access these documents on our website,
www.midatechpharma.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus.
We have included our website address in this prospectus solely as an inactive textual reference.
You should rely only on information contained
in, or incorporated by reference into, this prospectus. We have not authorized anyone to provide you with information different from that
contained in this prospectus or incorporated by reference in this prospectus. We are not making offers to sell the securities in any jurisdiction
in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to
do so or to anyone to whom it is unlawful to make such offer or solicitation.
PROSPECTUS
May 26, 2023
You should rely only on the information contained
in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information
contained in this prospectus is accurate as of any date other than the date of this prospectus. We are not making an offer of these securities
in any state where the offer is not permitted.
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