Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]

 

 

 

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. 10)*

 

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)

 

August 16, 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   11,700,4001
				8		SHARED VOTING POWER   2,410,8022
				9		SOLE DISPOSITIVE POWER   11,700,4001
				10		SHARED DISPOSITIVE POWER 2,410,8022
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   14,111,2021, 2
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    6.14%*
14		TYPE OF REPORTING PERSON   IN

* All percentage calculations set forth herein are based upon the aggregate of 229,723,147 Ordinary Shares outstanding as of June 14, 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 June 16, 2023.

¹ Includes 11,700,200 Ordinary Shares directly held by the Reporting Person and 200 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. 10 to Schedule 13D (this “Amendment No. 10”) 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 and June 27, 2023 (the “Original 13D,” and as amended and supplemented by this Amendment No. 10, the “Schedule 13D”) by the Reporting Person, relating to the Ordinary Shares of the Issuer. Except as specifically provided herein, this Amendment No. 10 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms not defined in this Amendment No. 10 shall have the meaning ascribed to them in the Original 13D.

 

The purpose of this Amendment No. 10 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 August 16, 2023, the Reporting Person published an open letter to the Board of Abcam PLC regarding the Issuer, as set forth more fully in Exhibit 99.16 hereto. 

 

ITEM 5.

PURPOSE OF TRANSACTION

 

Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

(a) The Reporting Person is the holder of 11,700,200 Ordinary Shares and 200 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 6.14% of the outstanding Ordinary Shares

 

(b)

 

(i)

Sole power to vote or to direct the vote: 11,700,400

 

(ii)

Shared power to vote or direct the vote: 2,410,802

 

(iii)

Sole power to dispose or to direct the disposition of: 11,700,400

 

(iv)

Shared power to dispose or to direct the disposition of: 2,410,802

 

(c) See Schedule II, 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:

 

Exhibit 99.16 Open Letter to the Board of Abcam PLC by Jonathan Milner, dated August 16, 2023. 

 

 

 

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: August 16, 2023

 

	By:	/s/ Jonathan Milner
		Name:  Jonathan Milner

 

 

 

 

Schedule II

 

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

Dr. Jonathan Milner

6/29/2023

Transfer*

33,453

$

23.2751

ADS

Avocet 66 Ltd.

7/26/2023

Sell

5,000

$

23.3206

ADS

 

^*Transfer to charitable trust.

 

 

 

 

Exhibit 99.16

 

Dr. Jonathan Milner issues Open Letter to the Board of Abcam PLC

 

CAMBRIDGE, England, 16 August 2023 - Dr. Jonathan Milner, the founder and 6.14% shareholder of Abcam PLC (the “Company”), today issued the following letter to the Board of the Company.

 

“It is now approaching two months since Abcam announced the ‘Review of Strategic Alternatives’¹.

 

The announcement stated that the Company had ‘received strategic inquiries from multiple parties over the past few weeks’ and the Board of Directors had ‘unanimously’ decided to ‘initiate a process to explore strategic alternatives’ for the business. The Board asserted that it was ‘exploring all options’ ‘including a potential sale of the Company’ and provided reassurance to shareholders that it ‘would pursue a path that would maximise value for shareholders and ensure a successful outcome for customers and employees’.

 

In order to give the Board the time and space to pursue the opportunities from the Review, and acting in good faith, I temporarily suspended my campaign and requested removal of the EGM resolutions on 26 June 2023. I also offered to re-join the Board in any capacity (subject to the customary normal NED contract but with no discriminatory restrictions that would prevent me from performing my duties²) to bring my experience, expertise, and shareholder perspective to help with the Review process. I was disappointed that this offer was not acted upon and since that time have been provided with one unsatisfactory call with management. I would like to reiterate that my offer remains in place should the Board wish to accept my help with Company performance and shareholder value creation.

 

As a 6.14% shareholder, who openly supports a sale of the Company at a full and fair price, I would appreciate an investor update on progress against this Review of Strategic Alternatives no later than 31 August 2023 when you intend to update the market via your interim results. I have been contacted by many shareholders who are similarly supportive of a sale of the company at a full and fair value.  

 

Should you continue to refuse my offer, and continue to underdeliver, I will call the Board accountable again and will resume my campaign in the Autumn, as disclosed, although I sincerely hope this is not required. I wish you the best of luck in the Review process and continue to offer my help to the Board and all of Abcam.

 

Yours,

 

Jonathan Milner”

Ends

 

 

¹ Abcam SEC Filing – 23 June 2023

² Press Release – Dr. Jonathan Milner Announces Suspension of Proxy Solicitation

 

 

 

 

Contacts

 

Jonathan Milner

https://abcamfocus.com/

 

Investor contact

 

Georgeson LLC

William P. Fiske

[phone]

[e-mail]

 

International PR advisers

 

US

ICR

[phone]

[e-mail]

 

Europe

Consilium Strategic Communications

[phone]

[e-mail]

 

 

  

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