UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
Abcam plc
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
000380204
(CUSIP Number)
Jonathan Milner
Honey Hill House, 20 Honey Hill
Cambridge CB3 0BG
With copies to:
Richard M. Brand
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
212-504-6000 |
Michael Newell
Cadwalader, Wickersham & Taft LLP
100 Bishopsgate
London EC2N 4AG
44 (0) 20 7170 8540 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 1, 2023
(Date of Event Which Requires Filing of This
Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. x
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
| * |
The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
| 1 |
|
NAME OF REPORTING PERSON
Dr. Jonathan Milner |
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
PF (See Item 3) |
| 5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) ¨
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom |
Number of
shares
beneficially
owned by
each
reporting
person
with |
|
7 |
|
SOLE VOTING POWER
11,772,1001 |
| |
8 |
|
SHARED VOTING POWER
2,410,8022 |
| |
9 |
|
SOLE DISPOSITIVE POWER
11,772,1001 |
| |
10 |
|
SHARED DISPOSITIVE POWER
2,410,8022 |
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,182,9021, 2 |
| 12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.16%* |
| 14 |
|
TYPE OF REPORTING PERSON
IN |
| |
|
|
|
|
|
|
* All percentage calculations set forth herein are based upon the
aggregate of 230,151,118 Ordinary Shares as of October 2, 2023, as reported in Exhibit 99.2 of the Issuer’s Report of Foreign Private
Issuer on Form 6-K Filed with the SEC on October 5, 2023.
1 Includes 11,700,200 Ordinary Shares directly held by
the Reporting Person and 71,900 shares directly held by the Reporting Person through American Depository Shares representing, each, one
Ordinary Share (“ADS”).
2 Includes 399,382 ADSs held by the Reporting Person’s
spouse, 1,977,967 ADSs held by three limited companies over which the Reporting Person exercises investment discretion and 33,453 ADSs
held by a charitable trust to which the Reporting Person is a trustee and signatory. The Reporting Person disclaims beneficial ownership
over the shares beneficially owned by his spouse, except to the extent of his pecuniary interest therein.
This Amendment No. 17 to
Schedule 13D (this “Amendment No. 17”) amends and supplements the Schedule 13D filed on May 1, 2023, as amended and supplemented
on May 18, 2023, May 30, 2023, June 5, 2023, June 6, 2023, June 12, 2023, June 20, 2023, June 21, 2023, June 23, 2023, June 27, 2023,
August 16, 2023, September 14, 2023, September 28, 2023, October 10, 2023, October 12, 2023, October 16, 2023 and October 23, 2023 (the “Original
13D,” and as amended and supplemented by this Amendment No. 17, the “Schedule 13D”) by the Reporting Person, relating
to the Ordinary Shares of the Issuer. Except as specifically provided herein, this Amendment No. 17 does not modify any of the information
previously reported in the Schedule 13D. Capitalized terms not defined in this Amendment No. 17 shall have the meaning ascribed to them
in the Original 13D.
The purpose of this Amendment No. 17 is to update
the disclosure in Items 4, 5 and 7 of the Schedule 13D as hereinafter set forth.
| ITEM 1. |
SECURITY AND ISSUER |
This statement on Schedule
13D relates to the Ordinary Shares of the Issuer. The principal executive offices of the Issuer are located at Discovery Drive, Cambridge
Biomedical Campus, Cambridge, CB2 0AX, United Kingdom.
| ITEM 2. |
IDENTITY AND BACKGROUND |
(a), (f) This statement is being filed by Dr.
Jonathan Milner, a citizen of the United Kingdom.
(b) The address of the Reporting Person is Honey
Hill House, 20 Honey Hill, Cambridge, CB3 0BG.
(c) The Reporting Person’s
principal occupation is as an investor and executive in life sciences companies.
(d), (e) During the last
five years, the Reporting Person (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
and (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations with respect to such laws.
| ITEM 4. |
PURPOSE OF TRANSACTION |
Item 4 is hereby amended to add the following:
On November 1, 2023, the Reporting Person issued
a press release regarding the suspension of his “Vote Against” campaign, as set forth more fully in Exhibit 99.26 hereto.
| ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER |
(a) The Reporting Person is the holder of 11,700,200
Ordinary Shares and 71,900 ADSs. In addition, the Reporting Person may be deemed to share beneficial ownership over (a) 1,977,967 ADSs
beneficially owned by three limited companies over which the Reporting Person exercises investment discretion, (b) 399,382 ADSs beneficially
owned by the Reporting Person’s spouse and (c) 33,453 ADSs held by a charitable trust to which the Reporting Person is a trustee
and signatory. The Reporting Person disclaims beneficial ownership over the shares beneficially owned by his spouse, except to the extent
of his pecuniary interest therein. The shares described in this Item 5 represent approximately 6.16% of the outstanding Ordinary
Shares.
(b)
| |
(i) |
Sole power to vote or to direct the vote: 11,772,100 |
| |
(ii) |
Shared power to vote or direct the vote: 2,410,802 |
| |
(iii) |
Sole power to dispose or to direct the disposition of: 11,772,100 |
| |
(iv) |
Shared power to dispose or to direct the disposition of: 2,410,802 |
(c) See Schedule VII, which is incorporated herein
by reference, describes the transactions by the Reporting Person in the Common Stock during the past sixty days.
(d) N/A
(e) N/A
| ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS |
Item 7 is hereby amended to add the following
exhibit:
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 1, 2023
| By: | /s/ Jonathan Milner |
| | | Name: Jonathan Milner |
Schedule VII
TRADING DATA
The following table sets forth all transactions in the Ordinary Shares
of the Issuer effected by the Reporting Person in the past 60 days. Except as otherwise noted below, all such transactions were purchases
or sales of Ordinary Shares effected in the open market and the table excludes commissions paid in per share prices.
| Reporting
Person |
Trade
Date |
Buy/Sell |
No.
of
Shares/
Quantity |
Unit
Cost/
Proceeds |
Security |
| Jonathan
Milner |
9/11/2023 |
Buy |
4,500 |
$22.8599 |
ADS |
| Jonathan
Milner |
9/12/2023 |
Buy |
4,500 |
$22.7899 |
ADS |
| Jonathan
Milner |
9/13/2023 |
Buy |
4,500 |
$22.8389 |
ADS |
| Jonathan
Milner |
9/14/2023 |
Buy |
4,500 |
$22.8172 |
ADS |
| Jonathan
Milner |
9/15/2023 |
Buy |
4,500 |
$22.8200 |
ADS |
| Jonathan
Milner |
9/18/2023 |
Buy |
4,500 |
$22.7244 |
ADS |
| Jonathan
Milner |
9/19/2023 |
Buy |
4,500 |
$22.6700 |
ADS |
| Jonathan
Milner |
9/20/2023 |
Buy |
4,500 |
$22.6500 |
ADS |
| Jonathan
Milner |
9/21/2023 |
Buy |
4,500 |
$22.6800 |
ADS |
| Jonathan
Milner |
9/22/2023 |
Buy |
4,500 |
$22.6000 |
ADS |
| Jonathan
Milner |
9/29/2023 |
Buy |
4,400 |
$22.6722 |
ADS |
| Jonathan
Milner |
9/29/2023 |
Buy |
4,400 |
$22.7461 |
ADS |
| Jonathan
Milner |
10/02/2023 |
Buy |
4,400 |
$22.6457 |
ADS |
| Jonathan
Milner |
10/09/2023 |
Buy |
4,500 |
$22.6700 |
ADS |
| Jonathan
Milner |
10/16/2023 |
Buy |
4,500 |
$22.7460 |
ADS |
| Jonathan Milner |
10/23/2023 |
Buy |
4,500 |
$22.7576 |
ADS |
Exhibit 99.26
Statement from
Dr. Jonathan Milner on the suspension of the “VOTE AGAINST” campaign
CAMBRIDGE, England,
1 November 2023 - Jonathan Milner, the founder and one of the largest investors in Abcam plc (“Abcam” or the “Company”)
(NYSE: ABCM) with ownership of 6.16% of the Company, today issued the following statement in relation to the proposed acquisition of
Abcam by Danaher Corporation (NYSE: DHR) or its affiliates (“Danaher”).
“After
extensive feedback from the majority of Abcam’s shareholders, I have today decided to suspend my “Vote AGAINST” campaign.
It has become clear that a significant majority intend to support Danaher's acquisition of Abcam and I respect this decision and will
not stand in the way of the deal.
Although this
outcome is not what I envisioned, I accept the result and wish Abcam and Danaher all the best for their future. My sincere gratitude
goes to everyone who supported my campaign over the last few months, especially to my shadow Board nominees: your bravery and loyalty
have been deeply appreciated. A special thanks also goes to my team of advisors who, acting with integrity and honesty, ensured every
shareholder's voice was heard.
Since the start
of my campaign, Abcam’s share price increased significantly and, despite the final outcome, I sincerely believe that our campaign
has shown that it is possible to stand up to, and call out, an ineffective Board and Management who displayed disregard for the interests
of shareholders. It also drew attention to key metrics, governance issues, and the performance of Executive Directors. It is disappointing
that, confronted with these facts, Abcam's Board and leadership team decided to simply put the Company up for sale and accept a subpar
offer, at the expense of loyal and long-term shareholders. I hope that my actions will inspire shareholders in other companies to hold
their Boards to account.
I extend my
heartfelt best wishes to the dedicated staff and loyal customers of Abcam. May they find continued success under the new ownership of
Danaher.”
Ends
Jonathan Milner
https://abcamfocus.com/
Investor
contact
Alliance Advisors
(Europe)
T: +44 7733 265
198 / E: focusabcam@allianceadvisors.com
Michael Roper
Alliance Advisors
(US)
T: +1 917 414 4766
Thomas Ball
Peel Hunt LLP
T: +44 (0) 20 7418
8900
Christopher Golden
/ James Steel
Sohail Akbar /
Jock Maxwell Macdonald
International
PR advisers
ICR Consilium
(Europe)
T: +44 (0)20 3709
5700 / E: focusabcam@consilium-comms.com
Mary-Jane Elliott
/ Matthew Neal / Davide Salvi
ICR (US)
T: +1 646 677 1811
/ E: FocusAbcam@icrinc.com
Dan McDermott
Abcam (CE) (USOTC:ABCZF)
過去 株価チャート
から 10 2024 まで 11 2024
Abcam (CE) (USOTC:ABCZF)
過去 株価チャート
から 11 2023 まで 11 2024
