As filed with the Securities and Exchange Commission on November 7, 2016
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
QUOTIENT LIMITED
(Exact
name of registrant as specified in its charter)
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Jersey, Channel Islands
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Not applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Pentlands Science Park
Bush Loan, Penicuik, Midlothian
EH26 OPZ, United Kingdom
Tel: 011-44-0131-445-6159
(Address of principal executive offices)
Amended and Restated 2014 Equity Incentive Plan
(Full titles of the Plans)
Jeremy Stackawitz
Quotient Biodiagnostics, Inc.
301 South State Street, Suite S-204
Newtown, Pennsylvania 18940
(215) 497-7006
(Name and
address of agent for service)
Copies to:
Alejandro E. Camacho, Esq.
Per B. Chilstrom, Esq.
Clifford Chance US LLP
31 West 52nd Street
New
York, NY 10019
(212) 878-8000
Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per Share
(2)
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Proposed
Maximum
Aggregate
Offering Price
(2)
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Amount of
Registration Fee
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Ordinary Shares of nil par value per share
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1,120,205
(3)
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$4.4425
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$4,976,510.7125
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$576.778
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares that become issuable under the
registrant’s Amended and Restated 2014 Stock Incentive Plan (such plan, as originally adopted on March 31, 2014, the “2014 Plan”, and, as subsequently amended and restated on October 28, 2016, the “Amended and Restated
2014 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding ordinary shares.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per ordinary share and the aggregate
offering price is based upon the average of the high and low prices of the ordinary shares, as reported on the NASDAQ Global Market on November 4, 2016.
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(3)
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Includes (a) 370,205 ordinary shares that were automatically added to the number of shares authorized for issuance under the 2014 Plan on April 1, 2015 (170,205) and April 1, 2016
(200,000) pursuant to an “evergreen” provision contained in the 2014 Plan; and (b) 750,000 additional ordinary shares reserved for issuance under the Amended and Restated 2014 Plan. See “Explanatory Note” for additional
information.
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EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SHARES
Quotient Limited (the “Company”) initially registered 1,500,000 ordinary shares for issuance under the 2014 Stock Incentive Plan
(such plan, as originally adopted on March 31, 2014, the “2014 Plan”, and, as subsequently amended and restated on October 28, 2016, the “Amended and Restated 2014 Plan”) pursuant to a Registration Statement on Form S-8
(No. 333-195507) filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2014 (the “Prior Registration Statement”).
Pursuant to an “evergreen” provision contained in the 2014 Plan, on April 1 of each year from 2015 through 2023, the number of
shares authorized for issuance under the 2014 Plan automatically increased by an amount equal to the lesser of 1% of the total number of the Company’s ordinary shares outstanding on March 31 of the preceding year, 200,000 ordinary shares
or such smaller amount as determined by the Board of Directors of the Company. Pursuant to this provision, on April 1, 2015, 170,205 additional ordinary shares became authorized for issuance under the 2014 Plan, and on April 1, 2016,
200,000 additional ordinary shares became authorized for issuance under the 2014 Plan.
On October 28, 2016, at the annual
shareholder meeting of the Company, the shareholders of the Company approved the adoption of the Amended and Restated 2014 Stock Incentive Plan, which reflected amendments to the 2014 Plan to increase by 750,000 both the number of ordinary shares
authorized for issuance and the maximum number of ordinary shares that may be issued upon the exercise of incentive stock options.
The
Company is filing this Registration Statement on Form S-8 to register (a) an aggregate of 370,205 ordinary shares that were automatically added to the number of shares authorized for issuance under the 2014 Plan pursuant to the
“evergreen” provision contained in the 2014 Plan; and (b) 750,000 additional ordinary shares reserved for issuance under the Amended and Restated 2014 Plan. Pursuant to General Instruction E of Form S-8, this Registration Statement
hereby incorporates by reference the contents of the Prior Registration Statement, except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the registrant with the SEC are hereby incorporated by reference herein, and shall be deemed
to be a part of, this Registration Statement:
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The description of the ordinary shares contained in Amendment No. 3 to the Registration Statement on Form 8-A/A (File No. 001-36415), filed with the SEC on October 30, 2015 pursuant to Section 12(b)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendments or reports filed for the purpose of updating such description;
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The Current Reports on Form 8-K filed with the SEC on August 3, 2016, October 14, 2016 and October 31, 2016 (SEC Accession No. 0001564590-16-026530);
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The Annual Report on Form 10-K for the fiscal year ended March 31, 2016 filed with the SEC on May 31, 2016 pursuant to Section 13 of the Exchange Act;
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The Quarterly Reports on Form 10-Q for the quarterly period ended June 30, 2016 and September 30, 2016 filed with the SEC on August 9, 2016 and November 1, 2016, respectively; and
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The Proxy Statement filed with the SEC on July 26, 2016 pursuant to Section 14(a) of the Exchange Act (but only with respect to information required by Part III of the Company’s Annual Report on
Form 10-K for the year ended March 31, 2016).
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In addition, all documents filed by the registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part of it from the respective dates of filing such documents; except as to any portion of any future annual, quarterly or
current report or other document that is deemed furnished and not deemed filed under such provisions. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
A list of
exhibits filed with this registration statement or incorporated by reference is set forth in the Exhibit Index hereto and is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Edinburgh, Scotland on November 7, 2016.
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Quotient Limited
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By:
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/s/ Paul Cowan
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Name:
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Paul Cowan
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Title:
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Chief Executive Officer and Chairman of the Board of Directors
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Paul Cowan and Roland Boyd and each of them, as such person’s
true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this Registration
Statement, and any additional related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (including
post-effective
amendments to the registration statement and
any such related registration statements), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed
by the following persons in the capacities and on the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Name
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Title
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Date
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/s/ Paul Cowan
Paul Cowan
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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November 7, 2016
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/s/ Roland Boyd
Roland Boyd
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Interim Chief Financial Officer
Group Financial Controller and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
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November 7, 2016
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/s/ Thomas Bologna
Thomas Bologna
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Director
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November 7, 2016
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/s/ Frederick Hallsworth
Frederick Hallsworth
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Director
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November 7, 2016
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/s/ Brian McDonough
Brian McDonough
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Director
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November 7, 2016
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/s/ Sarah O’Connor
Sarah O’Connor
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Director
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November 7, 2016
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Name
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Title
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Date
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/s/ Zubeen Shroff
Zubeen Shroff
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Director
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November 7, 2016
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/s/ Heino von Prondzynski
Heino von Prondzynski
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Director
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November 7, 2016
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/s/ John Wilkerson
John Wilkerson
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Director
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November 7, 2016
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/s/ Jeremy Stackawitz
Jeremy Stackawitz
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Authorized Representative in the United States
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November 7, 2016
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EXHIBIT INDEX
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Exhibit number
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Exhibit description
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4.1*
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Amended and Restated 2014 Stock Incentive Plan (as adopted on March 31, 2014 and amended and restated on October 28, 2016) (incorporated by reference to Exhibit A to the Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on July 26, 2016).
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5.1
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Opinion of Carey Olsen
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23.1
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Consent of Ernst & Young LLP
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23.2
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Consent of Carey Olsen (contained in Exhibit 5.1).
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24.1
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Power of Attorney (included in signature page).
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Exhibit 5.1
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Our Ref: JMW/KAT/1053601/0002/J10757970v2
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47 Esplanade
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St Helier
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Jersey
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JE1 OBD
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Quotient Limited
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Channel Islands
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Elizabeth House
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9 Castle Street
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T +44(0) 1534 888900
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St Helier
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F +44(0) 1534 887744
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Jersey JE2 3RT
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E info@careyolsen.com
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7 November 2016
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Dear Sirs
Quotient Limited
(the “Company”): Registration of Shares under the US Securities Act of 1933, as amended (the “Securities Act”)
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1.1
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We have acted as Jersey legal advisers to the Company in connection with the registration statement on Form S-8 dated 7 November 2016 (the “
Form S-8
”) relating to the Company’s Amended and
Restated 2014 Equity Incentive Plan (the “
Plan
”).
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1.2
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Under the Plan, the Company may from time to time rant options and other awards (together, “
Options
”) relating to Plan Shares (as defined below) to employees, directors, consultants, advisors and other
individuals upon whose judgment, initiative and efforts the successful conduct and development of the Company’s business largely depends (each such person being a “
Participant
”).
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2.1
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For the purposes of this opinion we have examined and relied upon copies of the following documents:
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2.1.1
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the Form S-8 in the form in which it is to be filed with the US Securities and Exchange Commission;
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2.1.2
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the Company’s memorandum and articles of association in force as at the date hereof;
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2.1.3
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the form of the Plan approved by the shareholders of the Company on 28 October 2016 and by the directors of the Company on or about 22 July 2016; and
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CAREYOLSEN.COM
BRITISH VIRGIN ISLANDS CAYMAN ISLANDS
GUERNSEY JERSEY
CAPE TOWN LONDON SINGAPORE
PARTNERS:
K Andrews G Coltman K Dixon J Garrood P German
W Grace N Journeaux J Kelleher A Kistler S Marks
P Matthams R Milner J Mulholland D O’Connor A Ohlsson M Pallot C Philpott S Riley A Saunders R Smith
J Willmott CONSULTANT: N Crocker
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Quotient Limited
7 November 2016
Page
2
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2.1.4
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a consent in connection with the Plan issued to the Company by the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1958, as amended, dated 11 April 2014.
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2.2
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For the purposes of this opinion, we have not:
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2.2.1
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examined any other document relating to the Plan or the Plan Shares (including, without limitation, any document incorporated by reference in, or otherwise referred to in, the Form S-8); or
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2.2.2
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undertaken any exercise that is not described in this opinion and, in particular, we have not conducted any searches or enquiries in relation to the Company at any public office or registry in Jersey.
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2.3.1
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“
non-assessable
” means, in relation to any Plan Shares, that no further sum shall be payable by a holder of those Plan Shares in respect of the issue price of those Plan Shares pursuant to an Option
made under the Plan; and
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2.3.2
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“
Plan Shares
” means those 1,120,205 no par value ordinary shares in the capital of the Company that are the subject of the Form S-8 which may be issued to a Participant pursuant to, or in connection
with, an Option made or to be made under the Plan.
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2.4
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In this opinion, headings are for convenience only and do not affect its interpretation.
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3.1
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In giving this opinion, we have assumed:
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3.1.1
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that the Plan has been, and will at all times be, operated in accordance with its terms;
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3.1.2
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that the Company’s board of directors (or a duly authorised committee or such persons as a duly authorised committee may appoint in accordance with the terms of the Plan):
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(a)
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will duly authorise and grant all Options relating to Plan Shares to be granted; and
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(b)
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will resolve to satisfy all Options relating to Plan Shares to be granted by the Company in a manner consistent with their fiduciary duties and in accordance with the terms of the Plan and the Company’s articles of
association;
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3.1.3
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that a meeting of the Company’s board of directors (or a duly authorised committee thereof) has been, or will be, duly convened and held at which it was, or will be, resolved to allot and issue the relevant Plan
Shares to the relevant Participant;
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3.1.4
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that no allotment and issue of Plan Shares will result in any limit on the number of shares the Company is permitted to issue pursuant to its memorandum of association being exceeded (it being noted that, as at the date
of this Opinion, the memorandum of association of the Company permits it to issue an unlimited number of shares);
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Quotient Limited
7 November 2016
Page
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3.1.5
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that all Plan Shares have been, or will be, duly allotted and in accordance with the Company’s articles of association;
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3.1.6
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the authenticity, accuracy, completeness and conformity to original documents of all documents and certificates examined by us;
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3.1.7
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that all signatures purporting to be on behalf of (or to witness the execution on behalf of) the Company or any officer of the Company or of one of its subsidiaries are genuinely those of the persons whose signatures
they purport to be;
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3.1.8
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that there is no provision of any law (other than Jersey law) that would affect anything in this opinion; and
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3.1.9
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that no event occurs after today’s date that would affect anything in this opinion.
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3.2
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We have not independently verified the above assumptions.
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As a matter of Jersey law and based on, and subject to, the assumptions,
limitations and qualification set out in this opinion, we are of the opinion that any Plan Shares to be allotted and issued to a Participant under the Plan in settlement of an Option or otherwise pursuant to the Plan will be validly issued, fully
paid and non-assessable upon the receipt in full by the Company of all amounts payable by the Participant under the Plan in respect of such Option and/or such Plan Shares and entry of the name of the Participant as the holder of those Plan Shares in
the Company’s register of members.
Our opinion is subject to any matter of fact not disclosed to us.
This opinion is limited to matters of, and is interpreted in accordance
with, Jersey law as at the date of this opinion. We express no opinion with respect to the laws of any other jurisdiction. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may come to our
attention or any changes in law which may occur, after the date of this opinion.
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7.1
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This opinion is only addressed to, and for the benefit of, the Company. It is given solely in connection with the issue and transfer of Plan Shares pursuant to the Plan. Save as set out in paragraph 7.2 below, this
opinion may not, without our prior written consent, be transmitted or disclosed to any other person (including, without limitation, any Participant) or be relied upon for any other purpose whatsoever.
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Quotient Limited
7 November 2016
Page
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7.2
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We consent to the disclosure of this opinion as an exhibit to the Form S-8 and its filing with the US Securities and Exchange Commission.
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Yours faithfully
/s/ Carey Olsen