Silence Therapeutics plc (Form: 6-K, Received: 10/15/2021 07:35:02)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of October 2021

Commission File Number: 001-39487

Silence Therapeutics plc

(Exact Name of Registrant as Specified in Its Charter)

72 Hammersmith Road

London W14 8TH

United Kingdom

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Filed as Exhibits 99.1, 99.2 and 99.3 to this Report on Form 6-K (this “Report”) are press releases of Silence Therapeutics plc (the “Company”), dated October 15, 2021. Filed as Exhibits 99.4 and 99.5, respectively, are a shareholder circular and related FAQ, each distributed October 15, 2021 to the Company’s shareholders.

Exhibits 99.1 – 99.5 to this Report shall be deemed to be incorporated by reference into the registration statement on Form S-8 (File no. 333-248682) of the Company (including any prospectuses forming a part of such registration statement) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX


Exhibit No.		Description
99.1		Press release, dated October 15, 2021, “Silence Announces Proposed Cancellation of Admission of its Ordinary Shares to Trading on AIM and Transition of its Primary Trading Venue to the Nasdaq Global Market”.

99.2		Press release, dated October 15, 2021, “Silence Therapeutics and Hansoh Pharma Announce Collaboration to Develop Therapeutics Leveraging Silence’s mRNAi GOLD^™ Platform”.

99.3		Regulatory News Announcement, dated October 15, 2021.

99.4		Information Circular, dated October 15, 2021.

99.5		Frequently Asked Questions, dated October 15, 2021.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Silence Therapeutics plc

By:	/s/ Mark Rothera
	Name:	Mark Rothera
	Title:	President and Chief Executive Officer

Date: October 15, 2021

Exhibit 99.1

LOGO

Silence Announces Proposed Cancellation of Admission of its Ordinary Shares to Trading on AIM and Transition of its Primary Trading Venue to the Nasdaq Global Market

Notice of General Meeting to be held on 1 November 2021

15 October 2021

LONDON, Silence Therapeutics plc, AIM:SLN and Nasdaq:SLN (“Silence” or “the Company”), a leader in the discovery, development and delivery of novel short interfering ribonucleic acid (siRNA) therapeutics for the treatment of diseases with significant unmet medical need, today announces:

•

the Company’s intention to cancel the admission of its ordinary shares of nominal value £0.05 each (the “Ordinary Shares”) to trading on AIM (the “AIM Delisting”), subject to shareholder approval, with effect from 30 November 2021. Subject to shareholder approval, the Company’s last day of trading on AIM will be 29 November 2021. Silence will retain the listing on the Nasdaq Global Market (“Nasdaq”) of American Depositary Shares, each representing three Ordinary Shares (the “ADSs”), under ticker symbol “SLN”. The Company expects Nasdaq to become the primary trading venue for its equity securities. Existing holders of ADSs not also holding Ordinary Shares do not need to take any action in relation to the AIM Delisting; and

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the posting of a circular to shareholders (the “Circular”) which contains further information on the AIM Delisting and the process to deposit Ordinary Shares for delivery of ADSs and notice of a general meeting to be held on 1 November 2021 at 72 Hammersmith Road, London W14 8TH at 2.00 p.m. (London time) (the “General Meeting”) at which shareholder approval will be sought, inter alia, for the AIM Delisting

The Proposed AIM Delisting and the General Meeting

Highlights

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Following the AIM Delisting, the Company’s ADSs will remain listed on Nasdaq, which will become the primary trading venue for its equity securities, and securities in the Company will only be publicly tradeable in the form of Nasdaq-listed ADSs.

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The board of directors of the Company (the “Board” and the “Directors”) believes that the AIM Delisting should enhance the liquidity of trading in the Company’s ADSs as all such trading will be concentrated in a single venue.

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The Company is providing an opportunity for shareholders to deposit their Ordinary Shares with the Company’s ADS depositary in exchange for delivery of ADSs, without cost, in connection with the AIM Delisting whether prior, on, or subsequent to 30 November 2021 (being the date on which the AIM Delisting takes effect), except that the Depositary has not agreed to waive that fee with respect to more than 81,831,467 Ordinary Shares, which is the number of Ordinary Shares that were in issue but not represented by ADSs on 15 October 2021 and has not agreed to waive fees on any deposit made by the Company.

Mark Rothera, President and Chief Executive Officer of Silence Therapeutics, said: “This marks a very important step in the evolution of our company and positions Silence as a global RNAi leader. With our mRNAi GOLD^™ platform advancing in the clinic, we see substantial opportunity to build value over the next 12 months and longer term. We are grateful to have the continued support of our loyal shareholders and look forward to this exciting new chapter of growth.”

Craig Tooman, Chief Financial Officer of Silence Therapeutics, said: “A key priority for us has been to create a more attractive and efficient trading mechanism for our shareholders and to support increasing interest from new investors. We believe the move to trade exclusively on the Nasdaq – a top global exchange – accomplishes that objective. This is an exciting time for Silence and we look forward to continuing to expand our global shareholder base.”

The Company will today be posting the Circular to shareholders which will set out further information on the process to deposit Ordinary Shares for delivery of ADSs, including personalised forms for those holders of certificated Ordinary Shares who wish to deposit their Ordinary Shares for delivery of ADSs, as well as containing the notice of General Meeting. Copies will also be available on Silence’s website at www.silence-therapeutics.com.

Background to the AIM Delisting

The Company was incorporated in 1994 and its Ordinary Shares have been admitted to trading on AIM since 1995. In September 2020, the Company undertook a direct listing of ADSs representing its Ordinary Shares on the Nasdaq Capital Market. In February 2021, the Company announced an oversubscribed private placement of ADSs for gross proceeds of approximately $45 million. In June 2021, the Company moved its Nasdaq listing from the Nasdaq Capital Market tier to the Nasdaq Global Market tier.

As at 13 October 2021, being the last practicable date prior to the date of this announcement, approximately 8.9 per cent. of the Company’s Ordinary Shares are represented by ADSs tradeable on Nasdaq. All shareholders who have not already deposited their Ordinary Shares for delivery of ADSs are currently able to do so at any time. Affiliates of the Company who deposit their ordinary shares may be subject to limitations on resale of ADSs under U.S. securities law. The Company intends to convert an existing secondary resale shelf registration statement on Form F-1 to a short-form registration statement on Form F-3, which will, upon effectiveness, continue to grant such affiliates the ability to freely resell such restricted securities without restriction.

The AIM Rules for Companies published by London Stock Exchange plc (the “London Stock Exchange”) (the “AIM Rules for Companies”) require that, unless the London Stock Exchange otherwise agrees, the cancellation of a company’s shares from trading on AIM requires the consent of not less than 75 per cent. of votes cast by its shareholders given in a general meeting. Notwithstanding that the Company may be able to seek the agreement of the London Stock Exchange that shareholder consent in general meeting is not required due to the listing of ADSs on Nasdaq, the Board has determined to seek shareholder approval for the proposed AIM Delisting.

Reasons for the AIM Delisting

The Board has decided to implement the AIM Delisting for the following reasons:

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The AIM Delisting is expected to further enhance the liquidity of trading in the Company’s securities by combining on Nasdaq the volume of transactions from both Nasdaq and AIM.

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Having securities solely listed on Nasdaq, rather than dual-listed on Nasdaq and AIM as is the case at present, is expected to increase the willingness of US-based investors to invest in the Company’s securities.

•

A Nasdaq-only listing structure provides for a streamlined operation that showcases the global nature of the Company’s scope and places it more clearly within the ranks of international biotechnology companies that are its true peers.

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The cost of complying with the AIM Rules for Companies is incremental to that for complying with the Nasdaq market rules and the Company sees advantages in reducing its cost base as it progresses its clinical programmes and commercial strategy.

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Internal financial and legal staff time spent on compliance with the AIM Rules for Companies is incremental to that required for compliance with the Nasdaq market rules.

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ADSs representing the Company’s Ordinary Shares will remain tradeable on Nasdaq.

Accordingly, the Directors believe that it is no longer in the best interests of the Company or its shareholders as a whole for the Company to retain admission of its Ordinary Shares to trading on AIM. However, the Company is providing an opportunity for shareholders to deposit their Ordinary Shares with the Company’s ADS depositary in exchange for delivery of ADSs, without cost, in connection with the AIM Delisting whether prior, on, or subsequent to 30 November 2021 (being the date on which the AIM Delisting takes effect), except that the Depositary has not agreed to waive that fee with respect to more than 81,831,467 Ordinary Shares, which is the number of Ordinary Shares that were in issue but not represented by ADSs on 15 October 2021 and has not agreed to waive fees on any deposit made by the Company.

Effect of the AIM Delisting

If the resolutions are passed at the General Meeting, Shareholders will no longer be able to buy and sell Ordinary Shares on AIM after 29 November 2021. Holders of Ordinary Shares should read “Information for holders of Ordinary Shares” below which explains in more detail the process of depositing Ordinary Shares for delivery of ADSs.

As a company incorporated in England and Wales, the Company will continue to be subject to the requirements of the Companies Act 2006.

Following the AIM Delisting taking effect, the Company will no longer be subject to the AIM Rules for Companies or be required to retain the services of an independent nominated adviser. The Company will also no longer be subject to the QCA Corporate Governance Code or be required to comply with the continuing obligations set out in the Disclosure Guidance and Transparency Rules (the “DTRs”) of the Financial Conduct Authority (the “FCA”) or, provided the Company’s securities remain outside the scope of the regulation, UK MAR. In addition, the Company and its shareholders will no longer be subject to the provisions of the DTRs relating to the disclosure of changes in significant shareholdings in the Company. The Company intends to continue to comply with all regulatory requirements for the Nasdaq listing of ADSs, including all applicable rules and regulations of the SEC.

Shareholders who continue to hold Ordinary Shares following the AIM Delisting will continue to be notified of the availability of key documents on the Company’s website, including publication of annual reports and annual general meeting documentation. Holders of ADSs will be able to continue to access all such information via the Silence website. Holders of Ordinary Shares and ADSs will remain entitled to receive any future dividends that may be declared thereon, which dividends will also accrue to ADS holders in accordance with the terms of the Deposit Agreement.

Application of the City Code following the AIM Delisting

Following the AIM Delisting, as the Company will remain a public limited company incorporated in England and Wales but its securities will not be admitted to trading on a regulated market or multilateral trading facility in the United Kingdom (or a stock exchange in the Channel Islands or the Isle of Man), the City Code on Takeovers and Mergers (the “City Code”) will only apply to the Company if it is considered by the Panel on Takeovers and Mergers (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, Her Majesty’s Revenue & Customs (“HMRC”). Under the City Code, the Panel looks to 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.

The Panel has confirmed to the Company that following the AIM Delisting, based on the current composition of the Board, the City Code will continue to apply to the Company. However, the City Code could cease to apply to the Company in the future if any changes to the Board composition result in the majority of the Directors not being resident in the United Kingdom, Channel Islands and Isle of Man.

Further details of the Panel, the City Code and the protections given by the City Code are set out in the Circular. Shareholders are encouraged to read this information carefully as it outlines certain important protections which they will be giving up if they agree to the AIM Delisting and the Company subsequently ceases to be subject to the City Code.

The Board is seeking shareholder approval to an amendment to the Company’s articles of association (the “Articles”) which would apply in the event that the City Code ceased to apply to the Company. This amendment would insert a new article 159 into the Articles which would apply in the event that the City Code were no longer to apply to the Company. Article 159 includes certain takeover protections so that the Company is able to defend itself and its shareholders from hostile takeovers. An ordinary resolution will be put to shareholders at each annual general meeting, starting with the annual general meeting in 2022, as to whether article 159 should continue to apply for the period until the next following annual general meeting. The full text of article 159 is set out in Appendix B to the Circular.

Information for holders of Ordinary Shares

If the resolutions are passed at the General Meeting, the Company’s Ordinary Shares will continue to be traded on AIM until market close (4.30 p.m. London time) on 29 November 2021. Thereafter, holders of Ordinary Shares can still hold the Ordinary Shares, but there will be no public market in the United Kingdom on which the Ordinary Shares can be traded, and the Ordinary Shares will not be tradeable on Nasdaq in this form.

To sell Ordinary Shares on a public market following the AIM Delisting, shareholders will need to deposit their Ordinary Shares for delivery of ADSs. Each ADS represents three Ordinary Shares. This deposit can be made at any time, including before the AIM Delisting, subject in all cases to the provisions of, and the limitations set forth in, the New York law governed deposit agreement dated 4 September 2020 between the Company, the Bank of New York Mellon (the “Depositary”) and all holders and beneficial owners of ADSs issued thereunder (the “Deposit Agreement”).

The Board considers that shareholders should consider depositing their Ordinary Shares for delivery of ADSs prior to the AIM Delisting on 30 November 2021 for the following reasons:

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For those shareholders who hold their Ordinary Shares in certificated form and wish to deposit their Ordinary Shares for delivery of ADSs, the Company’s Receiving Agent, Link Group, will facilitate, on the Company’s behalf, a block transfer process. Shareholders who hold their Ordinary Shares in certificated form will find enclosed with the Circular a personalised block transfer participation request form for use if they wish to deposit their Ordinary Shares for delivery of ADSs. Subject to the requisite documents being returned to Link Group by the required deadline (being 1.00 p.m. on 3 November 2021), Link Group will arrange for the relevant Ordinary Shares to be transferred to and through Link Group’s CREST account to the CREST account of the Custodian, which has been appointed by the Depositary, The Bank of New York Mellon, to safe keep the Ordinary Shares upon deposit, so that the Depositary can arrange to deliver the corresponding number of ADSs. The Custodian, on behalf of the Depositary, will hold all deposited Ordinary Shares in a custody account for the benefit of the holders and beneficial owners of ADSs.

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Shareholders who elect to deposit their Ordinary Shares for delivery of ADSs prior to the AIM Delisting will not incur a UK stamp duty, or SDRT, charge. However, it is expected that shareholders who elect to deposit their Ordinary Shares for delivery of ADSs following the AIM Delisting will incur a stamp duty, or SDRT, charge, at a rate of 1.5 per cent. of the market value of the Ordinary Shares being deposited, to the UK taxation authority, HMRC.

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Ordinarily, shareholders who deposit their Ordinary Shares for delivery of ADSs are charged an ADS issuance fee, by the Depositary, of up to $5.00 per 100 ADSs or portion thereof. However, no ADS issuance fees will be charged to shareholders who elect to deposit their Ordinary Shares in connection with the AIM Delisting whether prior, on, or subsequent to 30 November 2021 (being the date on which the AIM Delisting takes effect), except that the Depositary has not agreed to waive that fee with respect to more than 81,831,467 Ordinary Shares, which is the number of Ordinary Shares that were in issue but not represented by ADSs on 15 October 2021 and has not agreed to waive fees on any deposit made by the Company.

•

Otherwise than in connection with the AIM Delisting, ADS issuance fees of up to $5.00 per 100 ADSs or portion thereof will be charged by the Depositary in connection with any future deposits of Ordinary Shares.

•

Ordinary Shares may be deposited for delivery of ADSs only in multiples of three Ordinary Shares. It is not possible to receive a fraction of an ADS, so in the event that the deposit is completed after the AIM Delisting, there is a risk that shareholders will be left with a small number of Ordinary Shares (up to a maximum of two shares) which cannot be deposited for delivery of ADSs. If the deposit is made before the AIM Delisting has taken effect, any residual Ordinary Shares can be sold by shareholders on AIM prior to, and including, 29 November 2021 so long as those Ordinary Shares are in uncertificated form. Shareholders who hold their Ordinary Shares in certificated form may elect to donate their residual shares to the charity Share Gift by making that election on their personalised block transfer participation request form.

Shareholders who do not elect to participate in the block transfer process can utilise the services of a broker who is able to facilitate deposits of Ordinary Shares at the shareholder’s convenience.

Shareholders whose Ordinary Shares are held in uncertificated form in CREST and who wish to deposit their Ordinary Shares for delivery of ADSs, should contact their broker without delay to request that their Ordinary Shares are deposited.

Silence advises holders of Ordinary Shares to seek independent financial advice regarding the AIM Delisting and the deposit of their Ordinary Shares for delivery ADSs.

Information on the process to deposit Ordinary Shares for delivery of ADSs and the forms to be completed accompany the Circular. The information and forms, and contacts at the Company’s Receiving Agent, Link Group, in respect of completion of the block transfer participation request form for certificated holders, and the Depositary, The Bank of New York Mellon, are included on Silence’s website at www.silence-therapeutics.com.

If the Resolutions are not passed at the General Meeting, all documents provided to Link Group and/or The Bank of New York Mellon in relation to the deposit of Ordinary Shares for delivery of ADSs shall be of no effect and all original share certificates will be returned to shareholders by Link Group.

UK tax treatment

Many investors purchase AIM-quoted shares because they are classed as unlisted/unquoted securities which may qualify individuals who are UK tax resident and UK domiciled for relief from inheritance taxation and certain other preferential tax benefits. Silence cannot and does not provide any form of taxation advice to shareholders and therefore shareholders are strongly advised to seek their own taxation advice to confirm the consequences of continuing to hold unlisted Ordinary Shares or depositing Ordinary Shares for delivery of ADSs.

The following summary does not constitute legal or tax advice and is not exhaustive. The Company’s understanding of the current position for UK individuals who are UK domiciled for relevant tax purposes is as follows but it should be noted that the position on certain points is not free from uncertainty and that the Company has not taken steps to confirm the current position with HMRC. Therefore, the following should not be relied upon by shareholders without taking further advice (and the Company accepts no liability in respect of any such reliance on any information provided herein on taxation matters):

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The AIM Delisting should not prevent the Ordinary Shares from qualifying as unlisted/unquoted securities for the purposes of certain specific UK tax rules (notably, the UK inheritance tax business property relief rules). Accordingly, it is expected that HMRC should accept that those shareholders who elect to continue to hold unlisted Ordinary Shares should continue to be regarded as holding unlisted/unquoted securities under those same rules.

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Under HMRC’s stated practice those shareholders who elect to deposit their holdings of Ordinary Shares for delivery of Nasdaq-listed ADSs should not be considered as disposing of the Ordinary Shares for UK capital gains tax purposes when transferring the shares to the Depositary, The Bank of New York Mellon, in exchange for issue of ADSs on the basis that the shareholder retains beneficial ownership of the Ordinary Shares.

Shareholders who elect to deposit their holdings of Ordinary Shares for delivery of Nasdaq-listed ADSs prior to the AIM Delisting should not incur a stamp duty, or SDRT, charge. It is expected that shareholders who elect to deposit their holdings of Ordinary Shares for delivery of Nasdaq-listed ADSs following the AIM Delisting may incur a stamp duty, or SDRT, charge at the rate of 1.5 per cent. of the market value of the Ordinary Shares being deposited.

It is strongly recommended that shareholders obtain appropriate professional advice in respect of these and other taxes.

Further information in relation to the AIM Delisting

The Board believes that the proposed AIM Delisting is an appropriate next step for the Company and is in the best interests of shareholders as a whole. Further information about the process required to deposit Ordinary Shares for delivery of ADSs tradeable on Nasdaq, together with a set of Frequently Asked Questions, accompany the Circular.

Details of the General Meeting and action to be taken in respect of the General Meeting

A notice convening the General Meeting, which is to be held at 72 Hammersmith Road, London W14 8TH at 2.00 p.m. (London time) on 1 November 2021 is set out in the Circular.

At the time of publication of the notice of General Meeting, it is anticipated that the General Meeting will proceed as an open meeting. However, given ongoing uncertainty, and bearing in mind the broader public health considerations and for the safety of others, the Board will continue to monitor government guidance in relation to the COVID-19 pandemic, and if any changes to the arrangements set out in the notice of General Meeting are required, this will be communicated via a regulatory information service and the Company’s website.

Expected timetable for the AIM Delisting


Dispatch of the Circular and the enclosed documents		15 October 2021

Latest date for receipt of proxy voting instructions and (if applicable) hard copy forms of proxy		2.00 p.m. on 28 October 2021

General Meeting		2.00 p.m. on 1 November 2021

Last date for receipt by Link Group from certificated shareholders of duly completed block transfer participation request forms and original share certificates		3 November 2021 at 1.00 p.m.

Last date for receipt by The Bank of New York Mellon from CREST holders of duly completed issuance forms		17 November 2021 at 3.00 p.m.

Expected date of issuance of ADSs to block transfer participants		24 November 2021

Expected date of posting of ADS confirmations to shareholders by The Bank of New York Mellon		24 November 2021

Last day of dealings in the Ordinary Shares on AIM		29 November 2021

Cancellation of admission to trading on AIM of the Ordinary Shares		30 November 2021 at 7.00 a.m.

Notes

(1)	References to time in this announcement are to London time unless otherwise stated.

(2)	Each of the times and dates in the above timetable are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to shareholders by announcement through a Regulatory Information Service.

(3)

All steps after the General Meeting are dependent on the resolutions being passed at the General Meeting. If the resolutions are not passed at the General Meeting, all documents provided to Link Group and/or The Bank of New York Mellon in relation to the deposit of Ordinary Shares for delivery of ADSs shall be of no effect and all original share certificates will be returned to shareholders by Link Group.

Disclaimer

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the Ordinary Shares or ADSs, nor shall there be any sale of the Ordinary Shares or ADSs in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This announcement does not form part of an offer of transferable securities to the public in the United Kingdom and no prospectus has been, or is required to be, submitted to the Financial Conduct Authority (the “FCA”) for approval.

Investec Bank plc is authorised by the Prudential Regulation Authority (the “PRA”) in the United Kingdom and regulated in the United Kingdom by the PRA and FCA. Investec is acting as nominated adviser exclusively for the Company and no one else in connection with the AIM Delisting and will not regard any other person as its client in relation to the AIM Delisting and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec, nor for providing advice in relation to any matter referred to herein.

Forward-Looking Statements

This announcement contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended and Section 21E of the United States Securities Exchange Act of 1934, as amended, including in respect of the implications of the AIM Delisting on the trading of the Company’s equity securities. All statements other than statements of historical fact contained in this announcement are forward-looking statements. Forward-looking statements usually relate to future events. Forward-looking statements are often identified by the words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. These forward-looking statements are based on the Company’s current expectations, beliefs and assumptions concerning future developments and their potential effect on the Company. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that it anticipates.

All of the Company’s forward-looking statements involve known and unknown risks and uncertainties some of which are significant or beyond its control and involve assumptions that could cause actual results to differ materially from the Company’s historical experience and its present expectations. These forward-looking statements are subject to risks and uncertainties, including, among other things, the risk that anticipated trading volume in the Company’s equity securities on Nasdaq may not materialise, as well as those risks and uncertainties described in the Company’s latest Annual Report on Form 20-F, Reports on Form 6-K and other documents filed from time to time by the Company with the United States Securities and Exchange Commission. The Company wishes to caution investors not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

Additional Information

The person responsible for arranging the release of this information on behalf of the Company is Craig Tooman, Chief Financial Officer.

Enquiries:


Silence Therapeutics plc Gem Hopkins, Head of IR & Corporate Communications		Tel: +1 (646) 637-3208

Investec Bank plc (Nominated Adviser and Broker) Daniel Adams/Gary Clarence		Tel: +44 (0) 20 7597 5970

European PR Consilium Strategic Communications Mary-Jane Elliott/Chris Welsh/Angela Gray silencetherapeutics@consilium-comms.com		Tel: +44 (0) 20 3709 5700

About Silence Therapeutics

Silence Therapeutics is developing a new generation of medicines by harnessing the body’s natural mechanism of RNA interference, or RNAi, to inhibit the expression of specific target genes thought to play a role in the pathology of diseases with significant unmet medical need. Silence’s proprietary mRNAi GOLD^™ platform can be used to create siRNAs that precisely target and silence disease-associated genes in the liver, which represents a substantial opportunity. Silence’s wholly owned product candidates include SLN360 designed to address the high and prevalent unmet medical need in reducing cardiovascular risk in people born with high levels of lipoprotein(a) and SLN124 designed to address iron loading anemias. Silence also maintains ongoing research and development collaborations with AstraZeneca, Mallinckrodt Pharmaceuticals, and Takeda, among others. For more information, please visit https://www.silence-therapeutics.com/.

Exhibit 99.2

LOGO

Silence Therapeutics and Hansoh Pharma Announce Collaboration to Develop Therapeutics Leveraging Silence’s mRNAi GOLD^™ Platform

Hansoh will make a $16 million upfront cash payment and Silence has the potential to receive up to $1.3 billion in milestones

Silence gains exclusive rights to two targets in all territories except the China region; Hansoh has rights to those two targets in the China region and global rights to a third target

15 October 2021

LONDON and SHANGHAI, Silence Therapeutics plc (AIM:SLN and Nasdaq: SLN), a leader in the discovery, development and delivery of novel short interfering ribonucleic acid (siRNA) therapeutics for the treatment of diseases with significant unmet medical need, and Hansoh Pharmaceutical Group Company Limited (“Hansoh Pharma”, 3692.HK), one of the leading biopharmaceutical companies in China, today announced a collaboration to develop siRNAs for three undisclosed targets leveraging Silence’s proprietary mRNAi GOLD^™ platform.

Under the terms of the agreement, Hansoh will have the exclusive option to license rights to the first two targets in Greater China, Hong Kong, Macau and Taiwan following the completion of phase 1 studies. Silence will retain exclusive rights for those two targets in all other territories. Silence will be responsible for all activities up to option exercise and will retain responsibility for development outside the China region post phase 1 studies.

Hansoh will also have the exclusive option to license global rights to a third target at the point of IND filing. Hansoh will be responsible for all development activities post option exercise for the third target.

Hansoh will make a $16 million upfront payment and Silence is eligible to receive up to $1.3 billion in additional development, regulatory and commercial milestones. Silence will also receive royalties tiered from low double-digit to mid-teens on Hansoh net product sales.

Mark Rothera, President and Chief Executive Officer of Silence Therapeutics, said: “We believe Hansoh’s extensive clinical development and commercialization experience in China make them an ideal partner. This collaboration is a good example of our hybrid model in action, balancing proprietary and partnered programs to maximize the substantial opportunity of our mRNAi GOLD^™ platform for targeting disease associated genes in the liver. The Hansoh partnership enables us to move two new proprietary programs forward subsidized by non-dilutive capital while also gaining access to the second largest pharmaceutical market globally. We look forward to discussing this deal and our broader pipeline in more detail at our upcoming R&D Day on October 21^st in New York City.”

Eliza Sun, Executive Director of the Board of Hansoh Pharma, said: “We are excited to partner with Silence, a pioneer in siRNA therapeutic development with decades of scientific and technical experience. As one of the largest biopharma in China, Hansoh strives to partner with innovative companies globally to build out and advance our robust pipeline spanning across multiple therapeutic areas. We see substantial opportunity in Silence’s mRNAi GOLD^™ platform to develop and bring better precision-based medicines to patients across China and worldwide.”

LOGO

Enquiries:


Silence Therapeutics plc Gem Hopkins, Head of IR and Corporate Communications ir@silence-therapeutics.com		Tel: +1 (646) 637-3208

Investec Bank plc (Nominated Adviser and Broker) Daniel Adams/Gary Clarence		Tel: +44 (0) 20 7597 5970

European PR Consilium Strategic Communications Mary-Jane Elliott/Chris Welsh/Angela Gray silencetherapeutics@consilium-comms.com		Tel: +44 (0) 20 3709 5700

Hansoh Pharma Dr. Sophia Dong, Director of Investor Relations IR@hspharm.com

About Hansoh Pharma

Hansoh Pharma (3692.HK), one of the largest biopharmaceutical companies in Greater China and in Asia, is committed to discovering and developing life-changing medicines to help patients conquer serious diseases and disorders. Hansoh Pharma is supported by over 12,000 dedicated employees in China and the United States. Founded in 1995, Hansoh has fully integrated research and development, manufacturing, and commercial capabilities, supporting leading positions across a broad range of therapeutic areas, including oncology, central nervous system (CNS) disorders, infectious diseases, cardiovascular disease, diabetes, and autoimmune diseases. With the support of over 1,600 highly skilled R&D professionals, Hansoh has successfully developed multiple internally discovered drug candidates into NMPA-approved innovative medicines, including aumolertinib (阿美乐^®), a third-generation EGFR inhibitor for the treatment of NSCLC with EGFR mutations, flumatinib (昕福^®), a second-generation BCR-ABL inhibitor for frontline treatment of chronic myeloid leukemia (CML), PEG-loxenatide (孚来美^®), the first once-weekly long-acting GLP-1 analogue discovered and developed in China for the treatment of diabetes, morinidazole (迈灵达^®), a third-generation nitroimidazole antibiotic and tenofovir amibufenamide (恒沐^®), the first second-generation oral anti-HBV drug developed in China. For more information, please visit www.hspharm.com.

About Silence Therapeutics

Silence Therapeutics is developing a new generation of medicines by harnessing the body’s natural mechanism of RNA interference, or RNAi, to inhibit the expression of specific target genes thought to play a role in the pathology of diseases with significant unmet need. Silence’s proprietary mRNAi GOLD^™ platform can be used to create siRNAs (short interfering RNAs) that precisely target and silence disease-associated genes in the liver, which represents a substantial opportunity. Silence’s wholly owned product candidates include SLN360 designed to address the high and prevalent unmet medical need in reducing cardiovascular risk in people born with high levels of lipoprotein(a) and SLN124 designed to address iron-loading anemia conditions. Silence also maintains ongoing research and development collaborations with AstraZeneca, Mallinckrodt Pharmaceuticals, and Takeda, among others. For more information, please visit https://www.silence-therapeutics.com/.

LOGO

Forward-Looking Statements

Certain statements made in this announcement are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other securities laws, including with respect to the Company’s clinical and commercial prospects and the anticipated timing of data reports from the Company’s clinical trials. These forward-looking statements are not historical facts but rather are based on the Company’s current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as ‘anticipates,’ ‘expects,’ ‘intends,’ ‘plans,’ ‘believes,’ ‘seeks,’ ‘estimates,’ and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company’s control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including those risks identified in the Company’s most recent Admission Document and its amended Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on April 29, 2021. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

Exhibit 99.3

LOGO

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 WHICH FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (“UK MAR”). UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INFORMATION IS NOW CONSIDERED IN THE PUBLIC DOMAIN.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, OR INTO OR FROM ANY JURISDICTION IN WHICH THE SAME WOULD BE A VIOLATION OF THE LAWS OF SUCH JURISDICTION. NEITHER THIS ANNOUNCEMENT, NOR ANYTHING CONTAINED HEREIN, SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

Silence Announces Proposed Cancellation of Admission of its Ordinary Shares to Trading on AIM and Transition of its Primary Trading Venue to the Nasdaq Global Market

Notice of General Meeting to be held on 1 November 2021

Intention to File Registration Statement on Form F-3 with the U.S. Securities and Exchange Commission

15 October 2021

•

the intention to today file with the U.S. Securities and Exchange Commission (the “SEC”) a shelf registration statement on Form F-3 (the “Registration Statement”) pursuant to which the Company may offer and sell up to $300,000,000 of its Ordinary Shares in the form of ADSs including the intention to enter into a sales agreement (the “Sales Agreement”) with a sales agent (the “Sales Agent”), pursuant to which the Company may sell, from time to time, at its option, up to $100,000,000 of ADSs through the Sales Agent (the “ATM Program”) in “at the market” transactions on Nasdaq.

The Proposed AIM Delisting and the General Meeting

Highlights

•

Background to the AIM Delisting

Reasons for the AIM Delisting

The Board has decided to implement the AIM Delisting for the following reasons:

•

The AIM Delisting is expected to further enhance the liquidity of trading in the Company’s securities by combining on Nasdaq the volume of transactions from both Nasdaq and AIM.

•

Internal financial and legal staff time spent on compliance with the AIM Rules for Companies is incremental to that required for compliance with the Nasdaq market rules.

•

ADSs representing the Company’s Ordinary Shares will remain tradeable on Nasdaq.

Effect of the AIM Delisting

As a company incorporated in England and Wales, the Company will continue to be subject to the requirements of the Companies Act 2006.

Application of the City Code following the AIM Delisting

Information for holders of Ordinary Shares

The Board considers that shareholders should consider depositing their Ordinary Shares for delivery of ADSs prior to the AIM Delisting on 30 November 2021 for the following reasons:

•

transfer participation request form for use if they wish to deposit their Ordinary Shares for delivery of ADSs. Subject to the requisite documents being returned to Link Group by the required deadline (being 1.00 p.m. on 3 November 2021), Link Group will arrange for the relevant Ordinary Shares to be transferred to and through Link Group’s CREST account to the CREST account of the Custodian, which has been appointed by the Depositary, The Bank of New York Mellon, to safe keep the Ordinary Shares upon deposit, so that the Depositary can arrange to deliver the corresponding number of ADSs. The Custodian, on behalf of the Depositary, will hold all deposited Ordinary Shares in a custody account for the benefit of the holders and beneficial owners of ADSs.

•

Silence advises holders of Ordinary Shares to seek independent financial advice regarding the AIM Delisting and the deposit of their Ordinary Shares for delivery ADSs.

UK tax treatment

•

It is strongly recommended that shareholders obtain appropriate professional advice in respect of these and other taxes.

Further information in relation to the AIM Delisting

Details of the General Meeting and action to be taken in respect of the General Meeting

A notice convening the General Meeting, which is to be held at 72 Hammersmith Road, London W14 8TH at 2.00 p.m. (London time) on 1 November 2021 is set out in the Circular.

Expected timetable for the AIM Delisting


Dispatch of the Circular and the enclosed documents		15 October 2021

Latest date for receipt of proxy voting instructions and (if applicable) hard copy forms of proxy		2.00 p.m. on 28 October 2021

General Meeting		2.00 p.m. on 1 November 2021

Last date for receipt by Link Group from certificated shareholders of duly completed block transfer participation request forms and original share certificates		3 November 2021 at 1.00 p.m.

Last date for receipt by The Bank of New York Mellon from CREST holders of duly completed issuance forms		17 November 2021 at 3.00 p.m.

Expected date of issuance of ADSs to block transfer participants		24 November 2021

Expected date of posting of ADS confirmations to shareholders by The Bank of New York Mellon		24 November 2021

Last day of dealings in the Ordinary Shares on AIM		29 November 2021

Cancellation of admission to trading on AIM of the Ordinary Shares		30 November 2021 at 7.00 a.m.

Notes

(1)	References to time in this announcement are to London time unless otherwise stated.

(2)	Each of the times and dates in the above timetable are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to shareholders by announcement through a Regulatory Information Service.

(3)

SEC Registration Statement on Form F-3 and the ATM Program

The Company intends to today file the Registration Statement with the SEC, pursuant to which the Company may offer up to $300,000,000 of its Ordinary Shares in the form of ADSs, with each ADS representing three Ordinary Shares. In connection with the Registration Statement, the Company also intends to enter into the Sales Agreement with the Sales Agent, in connection with the ATM Program.

Any Ordinary Shares to be represented by ADSs sold under the ATM Program will be allotted and issued pursuant to the resolutions adopted at the Company’s annual general meeting on 15 June 2021 and/or any replacement resolutions to allot and issue Ordinary Shares adopted by the Company’s shareholders from time to time.

The ADSs intended to be sold under the Sales Agreement, if any, will be issued and sold by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or in negotiated transactions, if authorised by the Company, in each case, pursuant to the Registration Statement. The Registration Statement will contain a prospectus relating to the ATM Program pursuant to which any sales under the ATM Program will be made following the effectiveness of the Registration Statement.

Following the filing of the Registration Statement, it will not become effective until declared so by the SEC. These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. Once filed, a copy of the Registration Statement and the prospectus supplement relating to the ATM Program may be obtained on the SEC’s website at www.sec.gov.

The intended filing of the Registration Statement does not affect the statutory pre-emption rights of shareholders in the Company.

Block Admission Application

Application will be made to the London Stock Exchange for a block admission (‘Block Admission’) of 17,879,768 new ordinary shares of nominal value £0.05 each (the “New Ordinary Shares”) which may be allotted and issued in connection with the ATM Program, prior to the AIM Delisting becoming effective. It is expected that the Block Admission will become effective on or around 20 October 2021.

The Block Admission, representing approximately 20% of the current issued share capital, is being made for the allotment and issue of any New Ordinary Shares arising from the issuance of ADSs in connection with the ATM Program prior to the AIM Delisting becoming effective:

If and when issued, the New Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares in the Company.

Prior to the AIM Delisting becoming effective, the Company will notify on a monthly basis when there are changes to the issued share capital of the Company, and these monthly figures may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company. The Company will also make six-monthly announcements regarding the utilisation of the Block Admission in accordance with rule 29 of the AIM Rules for Companies.

Disclaimer

Neither this announcement nor the Registration Statement forms part of an offer of transferable securities to the public in the United Kingdom and no prospectus has been, or is required to be, submitted to the Financial Conduct Authority (the “FCA”) for approval.

Forward-Looking Statements

Additional Information

The person responsible for arranging the release of this information on behalf of the Company is Craig Tooman, Chief Financial Officer.

Enquiries:


Silence Therapeutics plc Gem Hopkins, Head of IR & Corporate Communications		Tel: +1 (646) 637-3208

Investec Bank plc (Nominated Adviser and Broker) Daniel Adams/Gary Clarence		Tel: +44 (0) 20 7597 5970

European PR Consilium Strategic Communications Mary-Jane Elliott/Chris Welsh/Angela Gray silencetherapeutics@consilium-comms.com		Tel: +44 (0) 20 3709 5700

About Silence Therapeutics

Exhibit 99.4

THIS DOCUMENT AND THE ENCLOSED DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this Document, please take advice from a stockbroker, solicitor, accountant or other independent professional adviser.

If you have sold or otherwise transferred all of your Ordinary Shares, please send this Document, together with the enclosed documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred some of your Ordinary Shares, you should contact the bank, stockbroker or other agent through whom the sale was effected.

The Notice of General Meeting to be held at 72 Hammersmith Road, London W14 8TH at 2.00 p.m. (London time) on 1 November 2021 is set out at the end of this Document. To be effective, all proxy votes must be submitted at www.signalshares.com so as to have been received by the Company’s Registrars not less than 48 hours before the time appointed for the General Meeting or any adjournment of it (not taking into account any part of a day that is not a working day). If a paper form of proxy is requested from the Registrars, it should be completed and returned to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL to be received not less than 48 hours before the time of the General Meeting or any adjournment of it (not taking into account any part of a day that is not a working day). A proxy may also be appointed by CREST members by using the electronic proxy appointment service.

LOGO

SILENCE THERAPEUTICS PLC

(Incorporated and registered in England and Wales under number 02992058)

Proposed Cancellation of Admission of Ordinary Shares to Trading on AIM

Proposed Amendment to Articles of Association

and

Notice of General Meeting

Investec Bank plc is authorised by the PRA in the United Kingdom and regulated in the United Kingdom by the PRA and FCA. Investec is acting as nominated adviser exclusively for the Company and no one else in connection with the AIM Delisting and will not regard any other person as its client in relation to the AIM Delisting and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec, nor for providing advice in relation to any matter referred to herein.

No person should construe the contents of this Document as legal, tax or financial advice and recipients of this Document should consult their own advisers as to the matters described in this Document.

Copies of this Document will be available on the Company’s website at www.silence-therapeutics.com.

Cautionary note regarding forward-looking statements

This Document contains statements about the Company that are or may be “forward-looking statements”. All statements, other than statements of historical facts, included in this Document may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “should”, “anticipates”, “estimates”, “projects” or words or terms of similar substance, or the negative thereof, are forward-looking statements. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of the Company. These factors are discussed in the “Risk Factors” section of filings that the Company makes with the SEC, including its Annual Report on Form 20-F for the year ended 31 December 2020, subsequent reports on Form 6-K and other documents filed by the Company from time to time with the SEC. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of the Company and the environment in which it will operate in the future. Past performance is not a guarantee of future performance. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules for Companies, UK MAR or the DTRs), the Company does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent forward-looking statements attributed to the Company or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this Document are based on information available to the Directors of the Company at the date of this Document, unless some other time is specified in relation to them, and the posting or receipt of this Document shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

Notice to overseas persons

The distribution of this Document in certain jurisdictions may be restricted by law and therefore persons into whose possession this Document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

CONTENTS


EXPECTED TIMETABLE			3
LETTER FROM THE CHAIRMAN OF SILENCE THERAPEUTICS PLC			4
DEFINITIONS			10
NOTICE OF GENERAL MEETING			11
APPENDIX A			14
Part 1: The General Principles of the City Code			14
Part 2: Detailed application of the City Code			14
APPENDIX B: PROPOSED NEW ARTICLE 159			16

EXPECTED TIMETABLE


Dispatch of this Document and the enclosed documents		15 October 2021

Latest date for receipt of proxy voting instructions and (if applicable) hard copy forms of proxy		2.00 p.m. on 28 October 2021

General Meeting		2.00 p.m. on 1 November 2021

Last date for receipt by Link Group from certificated shareholders of duly completed block transfer participation request forms and original share certificates		3 November 2021 at 1.00 p.m.

Last date for receipt by The Bank of New York Mellon from CREST holders of duly completed issuance forms		17 November 2021 at 3.00 p.m.

Expected date of issuance of ADSs to block transfer participants		24 November 2021

Expected date of posting of ADS confirmations to shareholders by The Bank of New York Mellon		24 November 2021

Last day of dealings in the Ordinary Shares on AIM		29 November 2021

Cancellation of admission to trading on AIM of the Ordinary Shares		30 November 2021 at 7.00 a.m.

Notes

(1)	References to time in this Document are to London time unless otherwise stated.

(2)	Each of the times and dates in the above timetable are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to shareholders by announcement through a Regulatory Information Service.

(3)

All steps after the General Meeting are dependent on the Resolutions being passed at the General Meeting. If the Resolutions are not passed at the General Meeting, all documents provided to Link Group and/or The Bank of New York Mellon in relation to the deposit of Ordinary Shares for delivery of ADSs shall be of no effect and all original share certificates will be returned to shareholders by Link Group.

LOGO

Letter from the Chairman of Silence Therapeutics plc

(Registered and incorporated in England and Wales with Company number 02992058)

Directors:

Registered Office:

Iain Ross (Non-Executive Chairman)

Mark Rothera (Chief Executive Officer)

Dr. Giles Campion (Executive Director))

Dr. Michael Davidson (Non-Executive Director)

James Ede-Golightly (Non-Executive Director)

Alistair Gray (Senior Independent Non-Executive Director)

Dave Lemus (Non-Executive Director)

Dr. Steven Romano (Non-Executive Director)

27 Eastcastle Street

London

W1W 8DH

15 October 2021

Proposed Cancellation of Admission of Ordinary Shares to Trading on AIM

Proposed Amendment to Articles of Association

and

Notice of General Meeting

Dear Shareholder,

1.	Introduction

On 15 October 2021, it was announced that the Board had resolved to cancel the admission of the Ordinary Shares to trading on AIM. Following the AIM Delisting, ADSs representing the Company’s Ordinary Shares will remain listed on Nasdaq and all public trading of securities in the Company will take place on that exchange.

The purpose of this letter is to provide you with the background to and reasons for the AIM Delisting, and to explain why the Directors consider the AIM Delisting to be in the best interests of the Company and its shareholders as a whole and recommend that you vote in favour of the Resolutions at the General Meeting.

If the Resolutions are approved at the General Meeting, the AIM Delisting will take effect on 30 November 2021 and the last day of trading of Ordinary Shares on AIM will be 29 November 2021. By providing shareholders with substantial advance notice, together with clear guidance as to how to deposit Ordinary Shares for delivery of ADSs listed on Nasdaq, it is expected that shareholders who wish to deposit their Ordinary Shares will be able to do so with relative ease.

2.	Background

As at 13 October 2021, being the last practicable date prior to the date of this Document, approximately 8.9 per cent. of the Company’s Ordinary Shares are represented by ADSs tradeable on Nasdaq. All shareholders who have not already deposited their Ordinary Shares for delivery of ADSs are currently able to do so at any time. Affiliates of the Company who deposit their ordinary shares may be subject to limitations on resale of ADSs under U.S. securities law. The Company intends to file a secondary resale shelf registration statement on Form F-3, which will, upon effectiveness, give such affiliates the ability to freely resell such restricted securities without restriction

The AIM Rules for Companies require that, unless the London Stock Exchange otherwise agrees, the cancellation of a company’s shares from trading on AIM requires the consent of not less than 75 per cent. of votes cast by its shareholders given in a general meeting. Notwithstanding that the Company may be able to seek the agreement of the London Stock Exchange that shareholder consent in general meeting is not required due to the listing of ADSs on Nasdaq, the Board has determined to seek shareholder approval for the proposed AIM Delisting.

3.	Reasons for the AIM Delisting

The Board has decided to implement the AIM Delisting for the following reasons:

•

The AIM Delisting is expected to further enhance the liquidity of trading in the Company’s securities by combining on Nasdaq the volume of transactions from both Nasdaq and AIM.

•

The cost of complying with the AIM Rules for Companies is duplicative of that for complying with the Nasdaq market rules and the Company sees advantages in reducing its cost base as it progresses its clinical programmes and commercial strategy.

•

Internal financial and legal staff time spent on compliance with the AIM Rules for Companies is duplicative of that required for compliance with the Nasdaq market rules.

•

ADSs representing the Company’s Ordinary Shares will still be tradeable on Nasdaq.

However, the Company is providing an opportunity for shareholders to deposit their Ordinary Shares with the Company’s ADS depositary in exchange for delivery of ADSs, without cost, in connection with the AIM Delisting whether prior, on, or subsequent to 30 November 2021 (being the date on which the AIM Delisting takes effect), except that the Depositary has not agreed to waive that fee with respect to more than 81,831,467 Ordinary Shares, which is the number of Ordinary Shares that were in issue but not represented by ADSs on 15 October 2021 and has not agreed to waive fees on any deposit made by the Company.

4.	Effect of the AIM Delisting

If the Resolutions are passed at the General Meeting, shareholders will no longer be able to buy and sell Ordinary Shares on AIM after 29 November 2021. Holders of Ordinary Shares should read paragraph 6 (Information for holders of Ordinary Shares) below which explains in more detail the process of depositing Ordinary Shares for delivery of ADSs.

As a company incorporated in England and Wales, the Company will continue to be subject to the requirements of the Companies Act 2006.

Following the AIM Delisting taking effect, the Company will no longer be subject to the AIM Rules for Companies or be required to retain the services of an independent nominated adviser. The Company will also no longer be subject to the QCA Corporate Governance Code or be required to comply with the continuing obligations set out in the DTRs or, provided the Company’s securities remain outside the scope of the regulation, UK MAR. In addition, the Company and its shareholders will no longer be subject to the provisions of the DTRs relating to the disclosure of changes in significant shareholdings in the Company. The Company will, however, continue to comply with all regulatory requirements for the Nasdaq listing of ADSs, including all applicable rules and regulations of the SEC.

Shareholders who continue to hold Ordinary Shares following the AIM Delisting will continue to be notified in writing of the availability of key documents on the Company’s website, including publication of annual reports and annual general meeting documentation. Holders of ADSs will be able to continue to access all such information via the Silence website. Holders of Ordinary Shares and ADSs will both be eligible to receive any future dividends that may be declared.

Details of the application of the City Code to the Company following the AIM Delisting are set out in paragraph 5 (Application of the City Code following the AIM Delisting).

Following the announcement, and effective date, of the AIM Delisting, holders of Ordinary Shares may choose to sell or otherwise dispose of their Ordinary Shares rather than deposit such Ordinary Shares for delivery of ADSs. Any such sales of Ordinary Shares, if significant, could have a negative effect on the value of the Ordinary Shares as well as the trading price of the ADSs, which could inhibit other shareholders’ ability to sell or dispose of their Ordinary Shares at current trading prices.

5.	Application of the City Code following the AIM Delisting

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 looks to 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.

Shareholders should note that, if the AIM Delisting becomes effective and the City Code ceases to apply to the Company in the future, they will not receive the protections afforded by the City Code in the event that there is a subsequent offer to acquire their Silence shares.

Brief details of the Panel, the City Code and the protections given by the City Code are described below. Before giving your approval to the AIM Delisting, you may want to take independent professional advice from an appropriate independent financial adviser.

The City Code

The City Code is issued and administered by the Panel. Silence Therapeutics plc is a company to which the City Code applies and its shareholders are accordingly entitled to the protections afforded by the City Code.

The City Code and the Panel operate principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror. The City Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets.

The General Principles and Rules of the City Code

The City Code is based upon a number of General Principles which are essentially statements of standards of commercial behaviour. For your information, these General Principles are set out in Part 1 of Appendix A to this Document. The General Principles apply to all transactions with which the City Code is concerned. They are expressed in broad general terms and the City Code does not define the precise extent of, or the limitations on, their application. They are applied by the Panel in accordance with their spirit to achieve their underlying purpose.

In addition to the General Principles, the City Code contains a series of Rules, of which some are effectively expansions of the General Principles and examples of their application and others are provisions governing specific aspects of takeover procedure. Although most of the Rules are expressed in more detailed language than the General Principles, they are not framed in technical language and, like the General Principles, are to be interpreted to achieve their underlying purpose. Therefore, their spirit must be observed as well as their letter. The Panel may derogate or grant a waiver to a person from the application of a Rule in certain circumstances.

Giving up the protection of the City Code

A summary of key points regarding the application of the City Code to takeovers generally is set out in Part 2 of Appendix A to this Document. You are encouraged to read this information carefully as it outlines certain important protections which you will be giving up if you agree to the AIM Delisting and the Company subsequently ceases to be subject to the City Code.

The Board is seeking shareholder approval to an amendment to the Articles which would apply in the event that the City Code ceased to apply to the Company. Please see paragraph 10 (Proposed amendment to the Articles) for further details.

6.	Information for holders of Ordinary Shares

If the Resolutions are passed at the General Meeting, the Company’s Ordinary Shares will continue to be traded on AIM until market close (4.30 p.m. London time) on 29 November 2021. Thereafter, holders of Ordinary Shares can still hold the Ordinary Shares, but there will be no public market in the United Kingdom on which the Ordinary Shares can be traded, and the Ordinary Shares will not be tradeable on Nasdaq in this form.

To sell Ordinary Shares on a public market following the AIM Delisting, shareholders would need to deposit their Ordinary Shares for delivery of ADSs. Each ADS represents three Ordinary Shares. This deposit can be made at any time, including before the AIM Delisting, subject in all cases to the provisions of, and the limitations set forth in, the Deposit Agreement. A copy of the Deposit Agreement has been filed with the SEC under cover of a Registration Statement on Form F-1. You may obtain a copy of the Deposit Agreement from the SEC’s website (www.sec.gov). Please refer to Registration Number 333-248203 when retrieving such copy.

The Board considers that shareholders should consider depositing their Ordinary Shares for delivery of ADSs prior to the AIM Delisting on 30 November 2021 for the following reasons:

•

For those shareholders who hold their Ordinary Shares in certificated form and wish to deposit their Ordinary Shares for delivery of ADSs, the Company’s Receiving Agent, Link Group, will facilitate, on the Company’s behalf, a block transfer process. Shareholders who hold their Ordinary Shares in certificated form will find enclosed a personalised block transfer participation request form for use if they wish to deposit their Ordinary Shares for delivery of ADSs. Subject to the requisite documents being returned to Link Group by the required deadline (being 1.00 p.m. on 3 November 2021), Link Group will arrange for the relevant Ordinary Shares to be transferred to and through Link Group’s CREST account to the CREST account of the Custodian, which has been appointed by the Depositary to safe keep the Ordinary Shares upon deposit, so that the Depositary can arrange to deliver the corresponding number of ADSs. The Custodian, on behalf of the Depositary, will hold all deposited Ordinary Shares in a custody account for the benefit of the holders and beneficial owners of ADSs.

•

Silence advises holders of Ordinary Shares to seek independent financial advice regarding the AIM Delisting and the deposit of their Ordinary Shares for delivery ADSs.

Information on the process to deposit Ordinary Shares for delivery of ADSs and the forms to be completed accompany this Document. The information and forms, and contacts at the Company’s Receiving Agent, Link Group, in respect of completion of the block transfer participation request form for certificated holders, and the Company’s ADS depositary, The Bank of New York Mellon, are included on Silence’s website at www.silence-therapeutics.com.

7.	UK tax treatment

•

Under HMRC’s stated practice those shareholders who elect to deposit their holdings of Ordinary Shares for delivery of Nasdaq-listed ADSs should not be considered as disposing of the Ordinary Shares for UK capital gains tax purposes when transferring the shares to the Company’s ADS depositary, The Bank of New York Mellon, in exchange for issue of ADSs on the basis that the shareholder retains beneficial ownership of the Ordinary Shares.

Shareholders who elect to deposit their holdings of Ordinary Shares for delivery of Nasdaq-listed ADSs prior to the AIM Delisting should not incur a stamp duty, or SDRT, charge. It is expected that shareholders who elect to deposit their holdings of Ordinary Shares for delivery of Nasdaq-listed ADSs following the AIM Delisting will incur a stamp duty, or SDRT, charge at the rate of 1.5 per cent. of the market value of the Ordinary Shares being deposited.

It is strongly recommended that shareholders obtain appropriate professional advice in respect of these and other taxes.

8.	Further information in relation to the AIM Delisting

9.	Action to be taken to deposit Ordinary Shares for delivery of ADSs

Shareholders are reminded that the Company’s Ordinary Shares will continue to be traded on AIM until market close (4.30 p.m. London time) on 29 November 2021. Any shareholder holding Ordinary Shares in certificated form who wishes to deposit their holding of Ordinary Shares for delivery of Nasdaq-listed ADSs prior to the AIM Delisting must submit their block transfer participation request form accompanying this letter and their original share certificate(s) to Link Group, so as to be received by Link Group by no later than 1.00 p.m. on 3 November 2021 in accordance with the instructions in the form.

Any shareholder holding shares in CREST who wishes to deposit their holding of Ordinary Shares for delivery of Nasdaq-listed ADSs prior to the AIM Delisting should contact their broker as soon as possible to deposit their Ordinary Shares.

If the Resolutions are passed at the General Meeting, after AIM market close on 29 November 2021, holders of Ordinary Shares can still hold the Ordinary Shares, but there will be no public market in the United Kingdom on which the Ordinary Shares can be traded. It is expected that shareholders who elect to deposit their holdings of Ordinary Shares for delivery of Nasdaq-listed ADSs following the AIM Delisting will incur a stamp duty, or SDRT, charge at the rate of 1.5 per cent. of the market value of the Ordinary Shares being deposited.

Existing holders of ADSs not also holding Ordinary Shares do not need to take any action in connection with the AIM Delisting.

In respect of any queries regarding completion of the block transfer participation request form, a shareholder assistance advice line is being operated by the Company’s Receiving Agent, Link Group, which can be accessed by all shareholders on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Lines are open 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.

In respect of any queries regarding the deposit of Ordinary Shares for delivery of ADSs, please contact the Company’s depositary, The Bank of New York Mellon on 00353 1 900 3467. Calls are charged at the applicable international rate and will vary by provider. Lines are open 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in Ireland.

10.	Proposed amendment to the Articles

The Board has approved a proposed amendment to the Articles which would insert a new article 159 which would apply in the event that the City Code were no longer to apply to the Company. Article 159 includes certain takeover protections so that the Company is able to defend itself and its shareholders from hostile takeovers. An ordinary resolution will be put to shareholders at each annual general meeting, starting with the annual general meeting in 2022, as to whether article 159 should continue to apply for the period until the next following annual general meeting.

The full text of article 159 is set out in Appendix B to this Document.

11.	Details of the General Meeting and action to be taken in respect of the General Meeting

A notice convening the General Meeting, which is to be held at 72 Hammersmith Road, London W14 8TH at 2.00 p.m. (London time) on 1 November 2021 is set out at the end of this Document. At the General Meeting, Resolutions 1 and 2 will be proposed as special resolutions.

Resolution 1 will be proposed as a special resolution to approve the cancellation of the admission to trading on AIM of the Ordinary Shares and to authorise the Directors to take all action reasonable or necessary to effect such cancellation.

Resolution 2 will be proposed as a special resolution, conditional on the passing of Resolution 1 and with effect from the conclusion of the meeting, to amend the articles of association of the Company by the addition of a new article 159 in the form set out in Appendix B to this Document.

At the time of publication of the Notice of General Meeting, it is anticipated that the General Meeting will proceed as an open meeting. However, given ongoing uncertainty, and bearing in mind the broader public health considerations and for the safety of others, the Board will continue to monitor government guidance in relation to the COVID-19 pandemic, and if any changes to the arrangements set out in this Document are required, this will be communicated via a regulatory information service and the Company’s website.

A shareholder entitled to attend and vote at the General Meeting may appoint one or more proxies to exercise all or any of such shareholder’s rights to attend, speak and vote at the General Meeting. A proxy need not be a shareholder of the Company but must attend the General Meeting for the shareholder’s vote to be counted.

To be effective, the proxy vote must be submitted at www.signalshares.com so as to have been received by the Company’s Registrars not less than 48 hours before the time appointed for the General Meeting or any adjournment of it (not taking into account any part of a day that is not a working day).

If a paper form of proxy is requested from the Registrars, it should be completed and returned to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL to be received not less than 48 hours before the time of the General Meeting or any adjournment of it (not taking into account any part of a day that is not a working day).

A proxy may also be appointed by CREST members, by using the CREST electronic proxy appointment service. Further details are set out in the notes to the Notice of General Meeting.

12.	Directors’ recommendation and voting intentions

The Directors consider the AIM Delisting and the amendment to the Articles to be in the best interests of the Company and its shareholders as a whole and accordingly unanimously recommend that the shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do in respect of their own beneficial holdings amounting, in aggregate, to 165,593 Ordinary Shares, representing approximately 0.2 per cent of the issued share capital of the Company as at 13 October 2021, the last practicable date prior to the publication of this Document.

Your faithfully,

Iain Ross

Chairman

DEFINITIONS


ADSs		American Depositary Shares, each representing three Ordinary Shares;

AIM		AIM, a market operated by the London Stock Exchange;

AIM Delisting		the cancellation of the admission of the Ordinary Shares to trading on AIM;

AIM Rules for Companies		the rules and guidance for companies whose shares are admitted to trading on AIM entitled “AIM Rules for Companies” published by the London Stock Exchange as amended from time to time;

Articles		the articles of association of the Company in force as at the date of this Document;

Circular or Document		this circular prepared in relation to the AIM Delisting and the General Meeting;

City Code		the City Code on Takeovers and Mergers;

Company or Silence		Silence Therapeutics plc;

CREST		the computerised settlement system to facilitate transfer of title to or interest in securities in uncertificated form operated by Euroclear UK & International Limited;

Custodian		The Bank of New York Mellon, acting through an office located in the UK;

Deposit Agreement		the New York law governed deposit agreement dated 4 September 2020 between the Company, the Depositary and all holders and beneficial owners of ADSs issued thereunder;

Depositary		The Bank of New York Mellon;

Directors or Board		the directors of the Company as at the date of this Document whose names are Iain Ross, Mark Rothera, Dr. Giles Campion, Dr. Michael Davidson, James Ede-Golightly, Alistair Gray, Dave Lemus and Dr. Steven Romano;

DTRs		the Disclosure Guidance and Transparency Rules of the FCA;

FCA		the Financial Conduct Authority;

General Meeting		the General Meeting of the Company, notice of which is set out at the end of this Document;

HMRC		Her Majesty’s Revenue & Customs;

Investec		Investec Bank plc, the Company’s nominated adviser;

London Stock Exchange		London Stock Exchange plc;

Nasdaq		the Nasdaq Global Market;

Notice of General Meeting		the notice convening the General Meeting as set out at the end of this Document;

Ordinary Shares		ordinary shares of £0.05 each in the capital of the Company;

Panel		the Panel on Takeovers and Mergers;

PRA		the Prudential Regulation Authority;

Receiving Agent		Link Market Services Limited, trading as Link Group;

Registrars		Link Market Services Limited, trading as Link Group;

Resolutions		the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting;

Securities Act		the U.S. Securities Act of 1933, as amended;

SEC		the U.S. Securities and Exchange Commission;

SDRT		stamp duty reserve tax;

UK or United Kingdom		the United Kingdom of Great Britain and Northern Ireland;

UK MAR		Regulation (EU) No.596/2014 which forms part of domestic law in the United Kingdom pursuant to the European Union (Withdrawal) Act 2018; and

U.S. or United States		the United States of America.

NOTICE OF GENERAL MEETING

SILENCE THERAPEUTICS PLC

(incorporated and registered in England and Wales with registered number 02992058)

NOTICE IS HEREBY GIVEN that a General Meeting of Silence Therapeutics plc (the “Company”) will be held at 72 Hammersmith Road, London W14 8TH at 2.00 p.m. (London time) on 1 November 2021 to consider, and if thought fit, pass the following resolutions which will be proposed as special resolutions.

Unless the context requires otherwise, words and expressions defined in the Circular from the Company to its shareholders dated 15 October 2021, of which this notice forms part, have the same meanings when used in this notice.

SPECIAL RESOLUTIONS

THAT, in accordance with Rule 41 of the AIM Rules for Companies, the cancellation of the admission to trading on AIM of the ordinary shares of £0.05 each in the capital of the Company be and is hereby approved and the directors of the Company be authorised to take all action reasonable or necessary to effect such cancellation.

2.	THAT, conditional on the passing of Resolution 1 and with effect from the conclusion of the meeting, the articles of association of the Company be amended by the addition of a new article 159 in the form set out in Appendix B to the Circular of which this notice forms part.

15 October 2021

Registered Office:

27 Eastcastle Street

London

W1W 8DH

United Kingdom

By order of the Board

Barbara Ruskin

Company Secretary

Notes:

Proxies

A member of the Company entitled to attend and vote at the meeting may appoint one or more proxies to exercise all or any of the member’s rights to attend, speak and vote at the meeting. A proxy need not be a member of the Company but must attend the meeting for the member’s vote to be counted. If a member appoints more than one proxy to attend the meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member. If a member wishes to appoint more than one proxy, they may do so at www.signalshares.com.

To be effective, the proxy vote must be submitted at www.signalshares.com so as to have been received by the Company’s Registrars not less than 48 hours before the time appointed for the meeting or any adjournment of it (not taking into account any part of a day that is not a working day). By registering on the Signal shares portal at www.signalshares.com, you can manage your shareholding, including:

•

casting your vote;

•

changing your dividend payment instruction; and

•

updating your address and selecting your communication preference.

Any power of attorney or other authority under which the proxy is submitted (or a duly certified copy of that power of attorney or other authority) must be returned to the Company’s Registrars, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL not less than 48 hours before the time appointed for the meeting or any adjournment of it (not taking into account any part of a day that is not a working day). If a paper form of proxy is requested from the Registrars, it should be completed and returned to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL to be received not less than 48 hours before the time of the meeting or any adjournment of it (not taking into account any part of a day that is not a working day).

Members who intend to appoint more than one proxy can obtain additional forms of proxy from Link Group. The forms of proxy should be returned in the same envelope and each should indicate that it is one of more than one appointment being made.

Where more than one joint member purports to appoint a proxy in respect of the same shares, only the appointment by the most senior member will be accepted as determined by the order in which the names appear in the Company’s register of members.

A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. The number of votes withheld will however be calculated and recorded, but disregarded in calculating the number of votes for or against each resolution.

If you need help with voting online, or require a paper proxy form, please contact the Company’s Registrars, Link Group, by email at enquiries@linkgroup.co.uk, or you may call Link Group on 0371 664 0391. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Link Group is open between 9.00 a.m. and 5.30 p.m. (London time), Monday to Friday excluding public holidays in England and Wales.

Submission of a proxy vote shall not preclude a member from attending and voting in person at the meeting in respect of which the proxy is appointed or at any adjournment thereof.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & International Limited’s specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy, or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Company’s Registrars (ID: RA10) by the latest time(s) for receipt of proxy appointments specified in Note 2 above. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

10.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com/CREST).

11.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).

Entitlement to attend and vote

12.

Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 2001 (as amended), the Company has specified that only those members registered on the register of members of the Company at close of business on 28 October 2021 (the “Specified Time”) (or, if the meeting is adjourned to a time more than 48 hours after the Specified Time, by close of business on the day which is two days prior to the time of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. If the meeting is adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purposes of determining the number of votes they may cast) at the adjourned meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Corporate Representatives

13.

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

Communication

14.

You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act) provided in this Notice of General Meeting (or in any related documents including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.

Appendix A

Part 1: The General Principles of the City Code

1.	(1) All holders of the securities of an offeree company of the same class must be afforded equivalent treatment.

(2)

If a person acquires control of a company, the other holders of securities must be protected.

2.	(1) The holders of the securities of an offeree company must have sufficient time and information to enable them to reach a properly informed decision on the takeover bid.

(2)

Where it advises the holders of securities, the board of directors of the offeree company must give its views on the effects of implementation of the takeover bid on:

(a)

employment;

(b)

conditions of employment; and

(c)

the locations of the company’s places of business.

3.	The board of directors of an offeree company must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the takeover bid.

4.	False markets must not be created in the securities of:

(a)

the offeree company;

(b)

if the offeror is a company, that company; or

(c)

any other company concerned by the takeover bid

in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted.

5.	An offeror must announce a takeover bid only after:

(a)

ensuring that the offeror can fulfil in full any cash consideration, if such is offered; and

(b)

taking all reasonable measures to secure the implementation of any other type of consideration.

6.	An offeree company must not be hindered in the conduct of its affairs for longer than is reasonable by a takeover bid for its securities.

Part 2: Detailed application of the City Code

The following is a summary of key provisions of the City Code which apply to transactions to which the City Code applies. You should note that, by agreeing to AIM Delisting, you will be giving up the protections afforded by the City Code if the City Code ceases to apply to the Company in the future.

Equality of treatment

General Principle 1 of the City Code states that all holders of the securities of an offeree company of the same class must be afforded equivalent treatment. Furthermore, Rule 16.1 requires that, except with the consent of the Panel, special arrangements may not be made with certain shareholders in the Company if there are favourable conditions attached which are not being extended to all shareholders.

Information to shareholders

General Principle 2 requires that the holders of the securities of an offeree company must have sufficient time and information to enable them to reach a properly informed decision on the takeover bid. Consequently, a document setting out full details of an offer must be sent to the offeree company’s shareholders.

The opinion of the offeree board and independent advice

The board of the offeree company is required by Rule 3.1 of the City Code to obtain competent independent advice as to whether the financial terms of an offer are fair and reasonable and the substance of such advice must be made known to its shareholders. Rule 25.2 requires that the board of the offeree company must send to the offeree company’s shareholders and persons with information rights its opinion on the offer and its reasons for forming that opinion. That opinion must include the board’s views on: (i) the effects of implementation of the offer on all the company’s interests, including, specifically, employment; and (ii) the offeror’s strategic plans for the offeree company and their likely repercussions on employment and the locations of the offeree company’s places of business.

The circular from the offeree company must also deal with other matters such as interests and recent dealings in the securities of the offeror and the offeree company by relevant parties and whether the directors of the offeree company intend to accept or reject the offer in respect of their own beneficial shareholdings.

Rule 20.1 states that, except with the consent of the Panel or as provided in the Notes on Rule 20.1, information and opinions relating to an offer or a party to an offer must be made equally available to all offeree company shareholders and persons with information rights as nearly as possible at the same time and in the same manner.

Appendix B

Proposed New Article 159

159.	MANDATORY OFFER

159.1

A person must not:

(a)

effect or purport to effect a Prohibited Acquisition (as defined in Article 159.9); or

(b)

except as a result of a Permitted Acquisition (as defined in Article 159.7):

(i)

whether by a series of transactions over a period of time or not, acquire an interest in shares which (taken together with shares in which persons determined by the Board to be acting in concert with such person are interested) carry 30% or more of the voting rights of the Company; or

(ii)

whilst such person (together with persons determined by the Board to be acting in concert with such person) is interested in shares that in aggregate carry not less than 30% but does not hold shares carrying more than 50% of the voting rights of the Company, acquire, whether by such person or with persons determined by the Board to be acting in concert with such person, an interest in any other shares that (taken together with any interests in shares held by persons determined by the Board to be acting in concert with such person) increases the percentage of shares carrying voting rights in which such person is interested,

(each of (i) and (ii) a “Limit”).

159.2

Where any Member breaches any Limit, except as a result of a Permitted Acquisition, or becomes interested in any shares as a result of a Prohibited Acquisition, that Member is in breach of these Articles.

159.3

Where the Board has reason to believe that any Limit is or may be breached or any Prohibited Acquisition has been or may be effected it may require any Member or any other person (other than, in each case, a Depositary in its capacity as Depositary) to provide, and such Member or other person shall promptly provide, details of (i) any persons acting in concert with such Member or other person, (ii) any interests in shares of such Member (or other person or any persons acting in concert with them), and (iii) any other information, as in each case the Board considers appropriate to determine any of the matters under this Article 159.

159.4

Where the Board determines (at any time and without any requirement to have first exercised any of its rights under Article 159.3) that any Limit is breached (and, in the case of a breach of a Limit which is capable of becoming a Permitted Acquisition in accordance with the provisions of Article 159.7(c), at any time that such acquisition has not become a Permitted Acquisition) or any Prohibited Acquisition has been effected (or is purported) by any person (such person, together with any persons determined by the Board to be acting in concert with such person, being “Breaching Persons”), the Board may do all or any of the following:

(a)

determine that Members shall not be entitled in respect of any shares held by the Breaching Persons, or in respect of which the Breaching Persons are interested (including, without limitation, by being the holder of, or otherwise interested in, American Depositary Shares), in breach of this Article 159 (together, “Relevant Shares”) to be present or to vote (either in person or by proxy) at a general meeting or at a separate meeting of the holders of a class of shares or on a poll;

(b)

determine that any dividend or other distribution (or any part of a dividend or other distribution) or other amount payable in respect of the Relevant Shares shall be withheld by the Company, which shall have no obligation to pay interest on it, and that the relevant Member shall not be entitled to elect to receive shares instead of a dividend; and

(c)

determine that no transfer of any certificated Relevant Shares (other than any Relevant Shares held by a Depositary in its capacity as Depositary) to or from a Breaching Person shall be registered.

159.5

Where any Relevant Shares are held by the Depositary, the provision of this Article 159 shall be treated as applying only to such Relevant Shares held by the Depositary and not to any other shares held by the Depositary.

159.6

The Depositary shall not be in breach of Article 159.1 or Article 159.2 or be a Breaching Person solely as a result of holding any shares (or interests in shares) in its capacity as Depositary, provided that any shares held by the Depositary may still be Relevant Shares. Notwithstanding the preceding sentence, all interests in shares (including American Depositary Shares) held by or on behalf of persons other than the Depositary with respect to shares held by such Depositary shall be taken into account for all purposes of this Article.

159.7

An acquisition is a “Permitted Acquisition” (or, in the case of Article 159.7(c), an acquisition will become a Permitted Acquisition upon completion of the making and implementation of a Mandatory Offer in accordance with, and compliance with the other provisions of, Article 159.7(c)) if:

(a)

the Board consents to the acquisition or the acquisition is pursuant to an offer made by or on behalf of the acquirer that is recommended by the Board;

(b)

the acquisition is made as a result of a voluntary offer made and implemented, save to the extent that the Board determines otherwise:

(i)

for all of the issued and outstanding shares of the Company (except for those already held by the acquirer);

(ii)

in cash (or accompanied by a cash alternative); and

(iii)

otherwise in accordance with the provisions of the City Code (as if the City Code applied to the Company);

(c)

the acquisition is made pursuant to a single transaction which causes a breach of a Limit (otherwise than as a result of an offer) and provided that:

(i)

no further acquisitions are made by the acquirer (or any persons determined by the Board to be acting in concert with such acquirer) other than (A) pursuant to a Mandatory Offer made in accordance with Article 159.7(c)(ii) or (B) that are Permitted Acquisitions under Article 159.7(a), (d) or (e), provided that no such further acquisition (other than pursuant to a Mandatory Offer made in accordance with Article 159.7(c)(ii)) shall be or become, in any event, a Permitted Acquisition under this Article 159.7(c); and

(ii)

the acquirer makes, within seven days of such breach, and does not subsequently withdraw, an offer which, except to the extent the Board determines otherwise, is made and implemented in accordance with Rule 9 and the other relevant provisions of the City Code (as if it so applied to the Company) (a “Mandatory Offer”), and (for the avoidance of doubt) acquisitions pursuant to a Mandatory Offer shall (subject to compliance with the other provisions of this Article 159.7(c)) also be Permitted Acquisitions;

(d)

the acquisition was approved previously by an ordinary resolution passed at a general meeting of Members, provided that the following Members shall not be entitled to vote on such resolution:

(i)

the person proposing to make the acquisitions and any persons determined by the Board to be acting in concert with such person; and

(ii)

the persons (if any) from whom the acquirer (together with persons determined by the Board to be acting in concert with such acquirer) has agreed to acquire shares or has otherwise obtained an irrevocable commitment in relation to the acquisition of shares by the acquirer or any persons determined by the Board to be acting in concert with such person; or

(e)

there is an increase in the percentage of the voting rights attributable to an interest in shares held by a person or by persons determined by the Board to be acting in concert with such person and such an increase would constitute a breach of any Limit where such increase results from the Company redeeming or purchasing its own shares or interests in shares.

159.8

Unless the Board determines otherwise, in the case of a Permitted Acquisition pursuant to Article 159.7(a), (b) or (c) above, an appropriate offer or proposal must also be made in accordance with Rule 15 (Appropriate offer for convertibles etc.) of the City Code (as if Rule 15 applied to the Company).

159.9

Unless (a) the acquisition is a Permitted Acquisition, or (b) the Board determines otherwise, an acquisition of an interest in shares is a “Prohibited Acquisition” if Rule 4 (Restrictions on dealings) or Rule 5 (Timing restrictions on acquisitions) of the City Code would in whole or part apply to the acquisition if the Company were subject to the City Code and the acquisition of such interest in shares were made (or, if not yet made, would, if and when made, be) in breach of or otherwise would not comply with Rule 4 or Rule 5 of the City Code.

159.10

The Board has full authority to determine the application of this Article including as to the deemed application of relevant parts of the City Code (as if it applied to the Company). Such authority shall include all discretion vested in the Panel on Takeovers and Mergers (as if the City Code applied to the Company). Any resolution or determination of, or decision or exercise of any discretion or power by, the Board acting on such grounds as the Board shall in its sole opinion consider reasonable, irrespective of whether such grounds would be considered reasonable by any other party with or without the benefit of hindsight, shall be conclusive and binding on all persons concerned and shall not be open to challenge, whether as to its validity or otherwise on any ground whatsoever and, in the absence of fraud, neither the Company nor the Board shall owe any duty of care to or have any liability to any person in respect of any cost, loss or expense as a result of any such resolution, determination, decision or exercise of any discretion or power. The Board shall not be required to give any reasons for any decision, determination, resolution or declaration taken or made in accordance with this Article 159.

159.11

Where used in this Article, the phrase “City Code” shall mean the City Code on Takeover and Mergers as promulgated by the Panel on Takeovers and Mergers, as amended from time to time, and the phrase “Panel on Takeovers and Mergers” shall mean the Panel on Takeovers and Mergers.

159.12

Where used in this Article, the phrases “offer”, “interest in shares”, “acting in concert” and “voting rights” shall have the meanings ascribed to them in the City Code. For the avoidance of doubt, an interest in shares includes an interest in American Depositary Shares.

159.13

This Article 159 only applies:

(a)

whilst the City Code does not apply to the Company; and

(b)

prior to the first annual general meeting of the Company held after the adoption of this Article 159 and thereafter only if at the most recent annual general meeting of the Company an ordinary resolution has been duly passed to the effect that this Article 159 shall apply from the conclusion of such annual general meeting to the conclusion of the next annual general meeting of the Company.

Exhibit 99.5

FREQUENTLY ASKED QUESTIONS

1.	DO I NEED TO SELL MY AIM-QUOTED ORDINARY SHARES OR MUST I DEPOSIT THEM FOR DELIVERY OF NASDAQ-LISTED ADSs?

Holders of Silence Ordinary Shares now have three options:

(a)

You may choose to deposit your Ordinary Shares for delivery of ADSs tradeable on Nasdaq

If your investment is currently held in CREST and managed by a broker, your broker will be able to manage the deposit process for you in accordance with the process set out in Appendix A of this document. If you wish to deposit your Ordinary Shares for delivery of ADSs, you should contact your broker to initiate this process without delay. Please see question 6 below “My broker currently holds my Ordinary Shares within a CREST nominee account – how do I deposit my shares for delivery of ADSs?”.

If you hold your investment in certificated form and wish to deposit it for delivery of ADSs without engaging the services of a broker, you may hold ADSs on the books of the Company’s ADS depositary, The Bank of New York Mellon (“BNY Mellon”), in your name in registered uncertificated form. For details on how to deposit your Ordinary Shares, please see question 3 below “I hold my shares in certificated form and I want to deposit my Ordinary Shares for delivery of ADSs prior to the AIM Delisting but do not want to engage a broker at this time – how do I do this?”.

(b)

You may choose to continue to hold your Ordinary Shares

Ordinary Shares will continue to be a valid equity interest in the Company with full voting rights, rights to future dividends, etc., as currently enjoyed by holders of Ordinary Shares. However, following the AIM Delisting there will be no public market in the United Kingdom on which the Ordinary Shares can be traded. Please see question 8 below “Can I continue to hold Ordinary Shares after the AIM Delisting?”.

(c)

You may choose to sell your AIM-quoted Ordinary Shares prior to the AIM Delisting becoming effective

If you wish to maintain an equity interest in Silence, you could choose to reinvest in Silence by using the proceeds of the sale of your Ordinary Shares to buy Nasdaq-listed ADSs (Nasdaq ticker: SLN). Dealing and tax costs would likely apply to the AIM and/or Nasdaq transactions.

2.	I CURRENTLY HOLD MY ORDINARY SHARES IN THE FORM OF A PAPER CERTIFICATE - HOW DOES THE AIM DELISTING AFFECT ME?

Ordinary Shares in certificated form are not currently immediately tradeable as, in order to sell them, the share certificates need to be deposited with a broker and “dematerialised” so that they are held in electronic form in CREST, which is the electronic system for the holding of shares in uncertificated form and paperless settlement of share trades. Only when the Ordinary Shares have been converted into electronic form can they then be traded on AIM.

If you choose to retain your Ordinary Shares in certificated form but do not deposit them for delivery of ADSs prior to the AIM Delisting, in order to sell them following AIM Delisting, you will need to use a broker with UK and US capabilities to firstly dematerialise your UK share certificate into CREST and thereafter to liaise with the Company’s depositary, BNY Mellon, to issue the respective ADSs for your broker to sell on your behalf. Your broker will need to contact BNY Mellon in order for your Ordinary Shares to be deposited for delivery of ADSs and credited to the account held by your broker. Upon receiving instructions to do so, your broker would then trade your ADSs via Nasdaq and would remit the proceeds to your personal account. Please also see question 8 below “Can I continue to hold Ordinary Shares after the AIM Delisting?”. Please note that a deposit of Ordinary Shares for delivery of ADSs following the AIM Delisting becoming effective will incur a UK stamp duty, or stamp duty reserve tax (“SDRT”), charge (the rate of which is currently 1.5 per cent. of the market value of the shares deposited), although in all cases professional advice should be sought as to the applicable tax treatment.

3.	I HOLD MY SHARES IN CERTIFICATED FORM AND I WANT TO DEPOSIT MY ORDINARY SHARES FOR DELIVERY OF ADSs PRIOR TO THE AIM DELISTING BUT DO NOT WANT TO ENGAGE A BROKER AT THIS TIME – HOW DO I DO THIS?

If your investment is currently held in certificated form outside of CREST, the Company’s Receiving Agent, Link Group, will facilitate a block transfer process, on behalf of the Company, for those shareholders who do not already hold their Ordinary Shares via a broker and who may wish to participate in a managed deposit process. This process is only available prior to the AIM Delisting to holders of Ordinary Shares in certificated form. Subject to the requisite paperwork being returned to Link Group by the required deadline, being 1.00 p.m. on 3 November 2021, Link Group, will arrange for the relevant Ordinary Shares to be transferred into CREST and then deposit the Ordinary Shares with BNY Mellon, who will then arrange for the delivery of ADSs to an account held in the name of the relevant shareholder on the books of the depositary, in registered uncertificated form. Holders of Ordinary Shares in certificated form will be sent a personalised block transfer participation request form, an example of which is set out in Appendix B. If a shareholder wishes to participate in this managed deposit process, they should complete the form and return it to Link Group in accordance with the instructions set out in the form, so as to be received by Link Group by no later than 1.00 p.m. on 3 November 2021. Further block transfer participation request forms (which are not personalised) are available on the Company’s website at www.silence-therapeutics.com, or can be requested from Link Group by calling 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Lines are open 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Completed transfer forms and original share certificates may be returned to Link Group, for UK shareholders only, by using the pre-paid envelope sent to you. Both UK shareholders and non-UK shareholders may prefer to return transfer forms and original share certificates using registered post.

If the Resolutions are not passed at the General Meeting, all documents provided to Link Group and/or BNY Mellon in relation to the deposit of Ordinary Shares for delivery of ADSs shall be of no effect and all original share certificates will be returned to shareholders by Link Group.

Shareholders who hold their Ordinary Shares in certificated form and who do not elect to participate in this block transfer process may utilise the services of a broker to facilitate the deposit.

Following the deposit of Ordinary Shares for delivery of ADSs in registered uncertificated form, note that all registered holders will be subject to US stock transfer procedures and guidelines. Holders should consult with a broker to determine applicable stock transfer requirements in relation to future transfers of ADSs. These requirements may include a medallion signature guarantee to effect certain transfers. Further details on medallion signature guarantees may be found at www.investor.gov/introduction-investing/investing-basics/glossary/medallion-signature-guarantees-preventing.

4.	I HAVE ALREADY INITIATED THE DEMATERIALISATION OF MY UK SHARE CERTIFICATE INTO CREST IN ORDER TO DEPOSIT MY ORDINARY SHARES FOR DELIVERY OF ADSs – WHAT SHOULD I DO?

In order to participate in the block transfer process being facilitated by Link Group, you will need to return your original share certificate with your block transfer participation request form. Accordingly, if you have already returned your share certificate in order to dematerialise it into CREST, you will not be able to participate in the block transfer process. In these circumstances, you should continue with the dematerialisation process and contact your broker to ensure that this and the delivery of ADSs is completed before the AIM Delisting.

5.	I CURRENTLY HOLD MY ORDINARY SHARES IN UNCERTFICATED/ELECTRONIC FORM IN CREST – HOW DOES THE AIM DELISTING AFFECT ME?

If your investment is currently held in electronic form in CREST and managed by a broker, your broker will be able to manage the deposit process for you in accordance with the process set out in Appendix A of this document.

If your Ordinary Shares are currently held in electronic form in CREST and you do not deposit them for delivery of ADSs before the AIM Delisting, your Ordinary Shares will continue to be held in your CREST account, but in unquoted form. Following the AIM Delisting, you will not be able to publicly trade any of your Ordinary Shares on any listed exchange in CREST as the Company will have cancelled its admission to trading on AIM. Please see question 8 below “Can I continue to hold Ordinary Shares after the AIM Delisting?”. Deposits of Ordinary Shares for delivery of ADSs following the AIM Delisting becoming effective will incur a UK stamp duty, or SDRT, charge (the rate of which is currently 1.5 per cent. of the market value of the shares deposited), although in all cases professional advice should be sought as to the applicable tax treatment.

6.	MY BROKER CURRENTLY HOLDS MY ORDINARY SHARES WITHIN A CREST NOMINEE ACCOUNT – HOW DO I DEPOSIT MY SHARES FOR DELIVERY OF ADSs?

Many UK brokers have the ability to hold and trade Nasdaq-listed securities. In order to continue holding a form of security in the Company that is readily tradeable, you should contact your broker without delay to request that Ordinary Shares are deposited for delivery of ADSs by following the process set out on Appendix A of this document. Your broker will provide the Company’s depositary, BNY Mellon, with certain details by email in relation to the deposit and will then transmit your Ordinary Shares electronically to BNY Mellon’s UK custodian’s CREST account.

7.	HOW DOES THE PRICE OF NASDAQ-LISTED ADSs COMPARE TO THE PRICE OF ORDINARY SHARES ON AIM?

Silence currently maintains a listing of ADSs on the Global Market tier of the Nasdaq Stock Market. Each ADS is a financial instrument that represents three Ordinary Shares. The price of each ADS is expressed in US dollars and should approximate the value of the three Ordinary Shares that it represents on a currency adjusted basis. Currently, the price of an Ordinary Share on AIM can be compared to the price of Silence’s Nasdaq-listed ADSs by dividing the ADS price by three and then dividing by the US dollar to pounds sterling exchange rate to calculate the equivalent sterling denominated price per Ordinary Share.

As part of the AIM Delisting, holders of Ordinary Shares may deposit such Ordinary Shares for delivery of ADSs (see question 1 “Do I need to sell my AIM-quoted Ordinary Shares or must I deposit them for delivery of Nasdaq listed ADSs?” above). Once Ordinary Shares are deposited and the ADSs subsequently delivered, the investment will be US dollar denominated instead of pounds sterling denominated. This means that when valued in pounds sterling, its value will fluctuate on a day-to-day basis in line with movements in £:US$ exchange rate.

Once the AIM Delisting takes effect on 30 November 2021, there will no longer be a published price for an individual Ordinary Share. It will, however, always be possible to calculate the value of an individual Ordinary Share in pounds sterling by taking the Nasdaq ADS market price, dividing by three and dividing by the US dollar to pounds sterling exchange rate. The Nasdaq ADS price is, and will continue to be, available via Silence’s website at www.silence-therapeutics.com or may otherwise be found online on a broad range of financial websites.

8.	CAN I CONTINUE TO HOLD ORDINARY SHARES AFTER THE AIM DELISTING?

Should you wish to do so, it will be possible to continue to hold Ordinary Shares after the AIM Delisting. However, shareholders should be aware that the Ordinary Shares will not be admitted to trading on any public market in the United Kingdom and the Ordinary Shares will not be tradeable on Nasdaq in this form.

Should you wish to sell your Ordinary Shares following the AIM Delisting becoming effective, you will likely be required first to deposit such Ordinary Shares for delivery of ADSs via the Company’s depositary bank, BNY Mellon, and any sale of the resulting ADSs will likely need to be via a broker with US share trading capability. Please note that a deposit of Ordinary Shares for delivery of ADSs following the AIM Delisting becoming effective will incur a UK stamp duty, or SDRT, charge (the rate of which is currently 1.5 per cent. of the market value of the shares deposited), although in all cases professional advice should be sought as to the applicable tax treatment.

9.	I ALREADY HOLD ADSs – AM I AFFECTED BY THE AIM DELISTING?

The Nasdaq-listed ADSs will continue to trade as normal. Existing holders of ADSs not also holding Ordinary Shares do not need to take any action in connection with the AIM Delisting.

10.	HOW DO I BUY AND SELL NASDAQ LISTED ADSs?

The majority of brokers in the UK have the capability to hold US exchange-listed securities and are capable of buying and selling them for you. A small depositary services fee (“DSF”) currently up to US$0.05 per ADS per annum, is levied by the Company’s depositary bank, BNY Mellon, and brokers may also charge an annual fee for holding a US security on your behalf.

Should you wish to increase your holding in the Company, you should be able to purchase further ADSs via your broker. You will need to instruct your broker to purchase Silence ADSs (Nasdaq ticker: SLN).

If you wish to continue to hold your investment in the Company directly, without engaging the services of a broker, you may hold ADSs in your name on the books of the Company’s depositary, in registered uncertificated form. If a shareholder wishes to receive ADSs without engaging the services of a broker, please see question 3 above “I hold my Ordinary Shares in certificated form and I want to deposit my Ordinary Shares for delivery of ADSs prior to the AIM Delisting but do not want to engage a broker at this time – how do I do this?”.

11.	IS THERE A COST TO DEPOSIT MY ORDINARY SHARES AND HOLD MY SILENCE INVESTMENT IN THE FORM OF ADSs?

Ordinarily, shareholders who deposit their Ordinary Shares for delivery of ADSs are charged an ADS issuance fee, by the depositary, of up to $5.00 per 100 ADSs or portion thereof. However, no ADS issuance fees will be charged to shareholders who elect to deposit their Ordinary Shares in connection with the AIM Delisting whether prior, on, or subsequent to 30 November 2021 (being the date on which the AIM Delisting takes effect), except that the Depositary has not agreed to waive that fee with respect to more than 81,831,467 Ordinary Shares, which is the number of Ordinary Shares that were in issue but not represented by ADSs on 15 October 2021 and has not agreed to waive fees on any deposit made by the Company.

Otherwise than in connection with the AIM Delisting, ADS issuance fees of up to $5.00 per 100 ADSs or portion thereof will be charged by the depositary in connection with any future deposits of Ordinary Shares.

The DSF, currently up to US$0.05 per ADS, is levied to ADS holders by BNY Mellon annually. This is typically paid and charged to your account by your broker. All ADS holders are required to pay the annual DSF.

Any questions regarding fees can be directed to drsettlements@bnymellon.com.

12.	HOW WILL THE AIM DELISTING AFFECT THE TAX TREATMENT OF SILENCE’S ORDINARY SHARES?

Silence is not able to provide shareholders with any form of taxation advice and shareholders are strongly advised to seek their own professional advice in order to ascertain the consequences for them of continuing to hold Ordinary Shares following the AIM Delisting becoming effective or depositing Ordinary Shares for delivery of ADSs.

The Company’s understanding of the current position for individuals who are UK resident and UK domiciled under UK taxation law is as follows but it should be noted that the Company has not taken steps to confirm the current position with HMRC. Therefore, the following should not be relied upon by shareholders without taking further advice (and the Company accepts no liability whatsoever in respect of any tax information provided).

Under HMRC’s stated practice those shareholders who elect to deposit their holdings of Ordinary Shares for delivery of Nasdaq-listed ADSs should not be considered as disposing of the Ordinary Shares for UK capital gains tax purposes when transferring the shares to the Company’s ADS depositary, BNY Mellon, in exchange for issue of ADSs on the basis that the shareholder retains beneficial ownership of the Ordinary Shares.

Shareholders who elect to deposit their holdings of Ordinary Shares for delivery of Nasdaq-listed ADSs prior to the AIM Delisting should not incur a stamp duty, or SDRT, charge. It is expected that shareholders who elect to deposit their holdings of Ordinary Shares for delivery of Nasdaq-listed ADSs following the AIM Delisting will incur a stamp duty, or SDRT, charge at the rate of 1.5 per cent. of the market value of the Ordinary Shares being deposited.

It is strongly recommended that shareholders obtain appropriate professional advice in respect of these and other taxes.

13.	WILL THE AIM DELISTING AFFECT MY RIGHTS AS A SHAREHOLDER?

As a company incorporated in England and Wales, Silence will continue to be subject to the requirements of the Companies Act 2006.

Following the AIM Delisting taking effect, the Company will no longer be subject to the AIM Rules for Companies published by London Stock Exchange plc or be required to retain the services of an independent nominated adviser. The Company will also no longer be subject to the QCA Corporate Governance Code. In addition, the Company will no longer be required to comply with the continuing obligations set out in the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules (“DTRs”) or, provided the Company’s securities remain outside the scope of the regulation, the EU Market Abuse Regulation (Regulation (EU) No.596/2014) which forms part of domestic law in the United Kingdom pursuant to the European Union (Withdrawal) Act 2018 (as Nasdaq is not an in-scope exchange for the purposes of such legislation). In addition, the Company will no longer be subject to the provisions of the DTRs relating to the disclosure of changes in significant shareholdings in Silence. The Company intends to continue to comply with all regulatory requirements for the Nasdaq listing of its ADSs, including all applicable rules and regulations of the US Securities and Exchange Commission.

Shareholders who continue to hold Ordinary Shares will continue to be notified in writing of the availability of key documents on our website, including publication of Annual Reports and Annual General Meeting documentation. Holders of ADSs will be able to continue to access all such information via the Silence website. Holders of Ordinary Shares and ADSs will both be eligible to receive any future dividends that may be declared.

Following the AIM Delisting taking effect, as the Company will remain a public limited company incorporated in England and Wales but its securities will not be admitted to trading on a regulated market or multilateral trading facility in the United Kingdom (or a stock exchange in the Channel Islands or the Isle of Man), the City Code on Takeovers and Mergers (the “City Code”) will only apply to the Company if it is considered by the Panel on Takeovers and Mergers (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 looks to 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.

14.	I CURRENTLY HOLD MY ORDINARY SHARES IN AN ISA – CAN I CONTINUE TO DO SO?

Although the AIM Delisting does not directly impact on the ability of a UK shareholder to retain their holding of Ordinary Shares, we understand that some UK ISA operators, particularly those that involve an online share trading account, may insist that the shares held in the ISA must be publicly quoted and may only allow trading in UK companies via low-cost online trading facilities.

Please ask your ISA provider as soon as possible to confirm whether they will allow you to continue to hold your Ordinary Shares or whether they are able to deposit such Ordinary Shares for delivery of Nasdaq-listed ADSs to hold on your behalf. If they do not allow you to continue to hold Ordinary Shares and cannot deposit the Ordinary Shares for delivery of ADSs to hold on your behalf, you should consult an appropriate professional adviser without delay.

15.	I CURRENTLY HOLD MY ORDINARY SHARES IN A SELF-INVESTED PERSONAL PENSION “SIPP” – CAN I CONTINUE TO DO SO?

Although the AIM Delisting does not impact on the ability of a UK shareholder to retain their holding of Ordinary Shares, we understand that some SIPP scheme administrators, particularly those that involve an online share trading account, may insist that the shares held in an individual’s SIPP must be publicly quoted and sometimes only allow trading in UK companies online.

Please ask your SIPP provider as soon as possible to confirm whether they will allow you to continue to hold your Ordinary Shares or whether they are able to deposit your holding of Ordinary Shares for delivery of ADSs and continue to hold such ADSs on your behalf. If they do not allow you to continue to hold Ordinary Shares and cannot deposit the Ordinary Shares for delivery of ADSs on your behalf, you should consult an appropriate professional adviser without delay.

16.

I HAVE LOST MY ORIGINAL ORDINARY SHARE CERTIFICATE – HOW DO I GET ANOTHER ONE IN ORDER TO PROGRESS THE DEPOSIT OF MY ORDINARY SHARES FOR DELIVERY OF ADSs?

Replacement share certificates are available from Silence’s registrar, Link Group. Please contact Link Group without delay on 0371 664 0300 or by email to shareholderenquiries@linkgroup.co.uk. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales.

Link Group will be able to provide you with a replacement share certificate for your Ordinary Shares, although there may be a fee for this. Certain proof of ownership/identification will be required by Link Group prior to issuance of replacement certificates.

Please note that you will not be able to transfer your certificated shares via Link Group without an original share certificate being received by Link Group with your duly completed block transfer participation request form in Appendix B before the required deadline, being 1.00 p.m. on 3 November 2021.

17.

I HAVE FURTHER QUESTIONS THAT ARE NOT DEALT WITH SUFFICIENTLY HERE – WHERE CAN I FIND FURTHER INFORMATION?

If you hold your Ordinary Shares via a broker, please discuss with your broker in the first instance.

In respect of any queries regarding completion of the block transfer participation request form, a shareholder assistance advice line is being operated by the Company’s Receiving Agent, Link Group, which can be accessed by all shareholders on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK. will be charged at the applicable international rate. Lines are open 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.

In respect of any queries regarding the deposit of Ordinary Shares for delivery of ADSs, please contact the Company’s depositary, BNY Mellon, on 00353 1 900 3467. Calls are charged at the applicable international rate and will vary by provider. Lines are open 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in Ireland.

18.

WHAT IF I AM AN “AFFILIATE” UNDER U.S. SECURITIES LAWS (I.E., A DIRECTOR, EXECUTIVE OFFICER OR BENEFICIAL OWNER OF 10% OR MORE OF THE OUTSTANDING EQUITY OF THE COMPANY)?

If you are a director, executive officer or beneficial owner of 10% or more of the outstanding equity of the Company, please contact the Company directly for instructions on how to proceed should you wish to deposit your Ordinary Shares for delivery of ADSs.

APPENDIX A

PART A

ISSUANCE PROCESS

1)	Please deposit the underlying ordinary shares of Silence Therapeutics plc with BNY Mellon’s local custodian, The Bank of New York Mellon (LOND), BIC IRVTGB2X and safekeeping account: 144029. Contact village is: crest.settlements@bnymellon.com, tel +44-161-687-4940.

2)	Please instruct your local agent to provide the following information to our local custodian (LOND):

Security Name

Local ISIN

Number of Shares

Trade Date

Settlement Date

DTC account number and sub-account, if any, where the ADSs will be delivered.

3)	Once LOND receive the shares in good order, they will confirm to BNY Mellon DRs via SWIFT of the deposit and where to deliver the ADSs to the corresponding DTC account as provided.

4)	Upon receipt of the SWIFT confirmation from LOND, BNY Mellon DR, DTC 2504, will deliver the Silence ADSs to the DTC participant as instructed by the SWIFT confirmation of LOND with the Trade Date and Settlement Date being the date BNY Mellon received the SWIFT confirmation.

5)	Please have the free receive instruction in place in DTC to accept and match BNY Mellon free delivery from DTC 2504.

6)	Please note BNY Mellon’s CREST # BO011.

PART B

UK ADR CREATION FORM – SDRT CERTIFICATION


Fax


ADR CREATION INSTRUCTION

	ADR OPERATIONS THE BANK OF NEW YORK MELLON

TO:	ONE PICCADILLY GARDENS MANCHESTER M1 1RN	FROM:

CO:

		TEL:

FAX:	(0207) 964 4060	FAX:

Email:	<crest.settlements@bnymellon.com>

ISSUANCE DETAILS


CREST REF.:		CREST PARTICIPANT:
STOCK:		ISIN:
QUANTITY:		NOMINAL ADR(S):
TRADE DATE:		SETTLEMENT DATE:
DTC:		A/C:

SDRT INPUT: ☐

INDEMNITY CLAUSE

We shall indemnify and keep indemnified and hold harmless BNY Mellon (the Bank) (on an after tax basis) against and from any and all claims, actions, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees and disbursements), penalties and taxes incurred by the Bank or to which the Bank may become subject to and arising directly or indirectly from our fraud or the failure by us (or where relevant, any person)to pay (or discharge) any Stamp Duty, Stamp Duty Reserve Tax, or any other similar duty or tax charged or levied in connection with the following securities deposited with the Bank.

The undersigned hereby confirms that they are not a director, executive officer or beneficial owner of 10% or more of the outstanding equity of Silence Therapeutics plc.

AUTHORISED SIGNATURE(S)


NAME	SIGNATURE	DATE

APPENDIX B

BLOCK TRANSFER PARTICIPANT REQUEST FORM

LOGO

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in this document, please take advice from a stockbroker, soilc1tor, accountant or other Independent protesstonal adv1ser. If you have sold or otherwise transferred all of your shares, please send this document, together with the enclosed documents, at once to the purchaser or transferee, or to the stockbroker. bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. TRANSFER FORM SILENCE THERAPEUTICS PLC (Incorporated and registered in England and Wales under number 02992058) Block Transfer Participation Request Form for shareholders who hold their Ordinary Shares in the capital of Silence Therapeutics pic in certificated form and who wish to deposit them for delivery of ADSs listed on Nasdaq IF YOU DO NOT WISH TO DEPOSIT YOUR ORDINARY SHARES FOR DELIVERY OF AMERICAN DEPOSITARY SHARES (ADSs), OR HOLD YOUR ORDINARY SHARES IN CERTIFICATED FORM AND HAVE INITIATED THE DEMATERIALISATION PROCESS, DO NOT COMPLETE AND RETURN THIS TRANSFER FORM If you hold Ordinary Shares in certificated form (that is, not in CREST) and you want to deposit your Ordinary Shares for delivery of ADSs prior to the AIM Delisting but do not want to engage a broker, you should complete and sign this Transfer Form in accordance with the instructions set out on page 2 of this Transfer Form and then send this Transfer Form, together with your original share certificate(s) in respect of the Ordinary Shares tendered, by post in the accompanying prepaid envelope (for use in the UK only), or for UK and non-UK shareholders who prefer, by using registered post, to Link Group, Corporate Actions, 10’” Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, so as to be received by Link Group as soon as possible but, in any event, by no later than 1.00 p.m. on 3 November 2021. Additional information regarding the completion of this Transfer Form is provided on page 2 of this Transfer Form. This Transfer Form, once lodged, will be irrevocable. If you have lost your share certifocate(s) or it is not readily available, you will need to obtain a replacement from Link Group, per the notes given on page 4 of this Transfer Form and once you receive your original share certificate send it with your completed Transfer Form, as soon as possible thereafter and in any event so as to be received by Link Group by no later than 1.00 p.m. on 3 November 2021. If your completed, signed Transfer Form and original share certificate(s) are not received by the above deadline by Link Group or there are any issues with your Transfer Form or share certificates that are not resolved before the above deadline, then your Ordinary Shares will not be able to be transferred via Link Group for delivery of ADSs and will instead remain as Ordinary Shares in certificated form. If you or your broker hold your Ordinary Shares in uncertificated form (that is, in CREST), you should not complete this Transfer Form and your broker or CREST sponsor should contact The Bank of New York Mellon via email at: Olena.Smirnova@BNYMellon.com (cc: drsettlements@BNYMellon.com) to initiate the deposit process. If you hold Ordinary Shares in both certificated and uncertificated form, you should complete this Transfer Form in respect of your holding in certificated form only and tender your Ordinary Shares held in uncertificated form, as described above. If you hold Ordinary Shares in certificated form under different designations, you should complete a separate Transfer Form for each different designation. You can obtain further Transfer Forms from the Company’s website at www.silence-therapeutics.com, or from Link Group by calling 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the U.K. will be charged at the applicable international rate. Lines are open 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please read carefully this Transfer Form, the letter from the Chairman of Silence Therapeutics pic dated 15 October 2021 and the FAQs on the Company’s website at wwwsilence-therapeutics.com, the terms of each of which are incorporated in and form part of this Transfer Form. If you have any questions on how to complete this Transfer Form. please telephone Link Group on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

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Page 2 HOW TO COMPLETE THIS FORM [}KJ REGISTERED SHAREHOLDER($) DETAILS If the name and/or address shown in Box 1A on your Transfer Form are tncorrect. please insert the correct details in BLOCK CAPITALS in Box 6. Any changes to a name must be supported by appropriate documentation. It no name or address is shown in Box 1A on your Transfer Form. please insert in BLOCK CAPITALS the full name(sl and regl•tered address(es) of the shareholder(s) to which this Transfer Form relates as detailed on your original share certificate. Unless you complete Box 6. the address shown in Box 1A is the address to which any balance certificate ex any other documents wia be sent. ~REGISTERED HOLDING OF ORDINARY SHARES Your registered Mlding of Ordinary Shares as at close of cusmess on 13 Octocer 2021 is set out in Box 16 (this is lor information purposes only). rn DAYTIME TELEPHONE NUMBER AND EMAIL ADDRESS Insert in Box 2 your daytime telephone number. Including the lull dialing oode. as well as a valid email address in case of queries relating to the completion of your Transfer Form. f?lTO TRANSFER YOUR CERTIFICATED ORDINARY SHARES INTO AMERICAN DEPOSITORY SHARES ~Insert In Box 3the number or Ordinary Shares in respect of which you wish to deposit for deliVery of ADSs. This must be a multiple or three Ordinary Shares. Should you enter an amount of Ordinary Shares that does not equally div1de Cy three < your hOlding. the amount wtll be rounded down. The balance of any amount that is nol equal to three Ordinary Shares w111 be issued in the form of a balance certificate to your registered address. Unless you elect to donate such shares to ShareGin as set out in Box 4 on your Transfer Form, any remaining Ordinary Shares will continue to be valid enforceable shares in Siience Therapeutics pic and shall remain on the Company shllrehokler register, r~slered in your name. 1r you do not elect to donate your remaining Ordinart Shares to ShareGift. you will be issued will e posted to your registered address by rn RESIDUAL SHARES To donate your residual shares 10 ShareGift, please tick box. 4A To retain your residual shares and request a balancing share certificate from Link Group, please tick oox 4a If your <lrall numcer of Ord•nary Shares is equally divisible by three. then you do not need to tick ehhe< of the coxes. I~ however. your overall number or Ordinary Shares is not equally divisible by three and you are left Wllh a residual balance. you W1• need to select one or the two ooxes. Should you have a residual balance or Ordinary Shares alter U18 transfer of your shares to Link Group and you have not ticked either box. or you tick both boxes in error and 1t is nol clear what your preference is, vou will then be issued wilh a balance share certificate lor your remaining Ordinary Shares. which will be posted to your registered address within 10 Business Days or your Ordinary Sbares being transferred to Link Group. I SA IEXECUTION BY INDIVIDUALS You must sign in Box 5A in the presence of an independent witness. who must also sign where 1ndicated, adding his or her name and address. In the case or a joint holding. all ;oint hokfers mtJst sign and each of their signatures must be witnessed. Wrtnesses must be C~Ver 18 years or age and should not be one or the joint holders (if any) or othe Mise have any financial interest in lbe Ordinary Shares. The same person may w1tness the signature of one or mOfe of the joint holders. II your Transfer Form is signed Cy a person(s) who is/are not tile registered hold(s), insel’t the name(s) and the capacity (e.g, executor(s)) of the person(s) signing. You must deliver evidence of your authority in aooordance with the notes on page 4 of this Transkei’ Form. ~EJ(ECUTION BY A COMPANY A company may execute ey two d1rectors 0< ey a director and a secretary a director in the presence of an independent witness in accordance with its arlicles of association or other regulations and, where applicable. in accordance with section 44 of the Companies Act 2006. rn CHANGE OF NAME AND/OR ADDRESS DETAILS If the name and/or address in Box 1A has changed or ks incorrect, please complete Sox 6 with your new/correct name andJOf address. Please also refer to Note 7 on page 4 of this Transfer Form for details of other documents required to be sent with this Transfer Form.

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Page 3 TRANSFER FORM INSTRUCTIONS AND FURTHER NOTES ARE SET OUT ON PAGE 4 PLEASE COMPLETE THIS FORM USING BLACK INK ONLY INVESTOR CODE c:!KJ Name(s) and address(es) of registered holder(s) Your registeffld cenitlcated holding of Ordinary Shares as at close of business on 13 October 2021 (for information purposes only) 1 Please enter a daytime telephone number (including STO code) and a valid email address where you can be reached in the event of a ~query arising from completion of this Transfer form. Insert in Box 3 the number of certificated Ordinary Shares which you wish to deposit for delivery of AOSs. Each ADS represents three Ord inary Shares. The number of Ordinary Shares to be deposited must therefore be a multiple of three. Fractions of an ADS cannot ba issued. Please tick one of the boxes belov1 in relation to any balance or Ordinary Shares remaining aner completion of Box 3 cx resulting frorn the number in Sox 3 not being divisible by three. I wish for my balance ordinary shares that is not d ivisible by three (“residual balance”) to be transferred to the charity Share Gift with registered details: The Orr Mackintosh Foundation limited. PO BOX 72253. London, SW1 P 9LO at nil consideration 1wish to receive a balance share certificate ror my residual balance of Ordinary Shares SIGN HERE TO ACCEPT THE OFFER TO PARTICIPATE IN THE BLOCK TRANSFER PROCESS The undersigned hereby authorizes and instructs Link Group, as receiving agent, to transfer the Ordinary Shares described herein via CREST to BNY Nominees Limited, as nominee for The Bank of New York Mellon, as Depositary, for deposit in the ADS facility for Ordinary Shares and to instruct the Depositary to deliver the ADSs issuable in respect of that deposit to the undersigned at the address set out In this document. The undersigned hereby confirms that they are not a director, ex.ecutive officer or beneficial owner of 10% or more of the company’s outstanding equity

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Page4 INSTRUCTIONS REGARDING THE COMPLETION AND LODGING OF THIS TRANSFER FORM All signatures by individual shareholders must be independently witnessed and each witness must complete his or her details and s1gn his or her name 1n ten place prov1ded 1n !lox oak of this 1ranster ~torment to the s1gnature of the relevant shareholder. A company may execute by two directors or a director and a secretary or a director in the presence of an independent witness in accordance with its articles of association or other regulations. and, where applicable, in accordance with section 44 of the Companies Act 2006 in Box 58. II you do not wish to deposit your Ordinary Shares lor delivery or ADSs by participating in the managed block transfer process being facilitated by the Company’s Receiving Agent, Link Group, and the deposit process being facilitated by the Company’s depositary, The Bank of New York Mellon. you should not complete and retum this Transfer Form to link Group. The following suggestions are made to avoid delay and inconvenience. 1. If the person named in Box 1A is away from home (e.g. abroad or on holiday) or where a power of attorney has been granted Send this Transfer Form by the quickest means (such as air mail) to the holder lor execution. II he/she has executed a relevant power of attorney, have this Transfer Form signed by the attorney. In the latter case, the original power or attorney (or a duly certified copy thereof. as provided in the Powers of Attorney Act 1971) must be lodged with this Transfer Form lor noting. No other signatu res will be accepted. 2. If the only shareholder named in Box 1A has died If probate or letiers of administtation has/have been registered with the Company (or with the Company’s registtar. Link Group) this Transfer Form must be executed by the personal representative(s) of the deceased each in the presence of a witness. If probate or letters of administration has/have been granted, but have not been registered with the Company (or with the Company’s registrar, Link Group), the personal representative(s) should execute this Transfer Form and foiWard it to Link Group, Corporate Actions. 10th Floor, Central Square, 29 Wellington Street, Leeds. LS1 4DL, together with the original share certificate{s) and a copy of the probate or letters of administration as soon as possible thereafter and, in any event, so as to reach Link Group by no later than 1.00 p.m. on 3 November 2021. 3. If one or more of the joint holders named in Box 1A has died This Transfer Form is valid if executed by all the surviving holders and lodged with Link Group, Corporate Actions, 10th Floor, Central Square. 29 Wellington Street. Leeds, LS1 40L, accompanied by the share certificate(s) and the death certificate, probate or letters of administration of the deceased holder. so as to reach Link Group by no later than 1.00 p.m. on 3 November 2021 4. If your Ordinary Shares are in certificated form (that is, not in CREST) and the share certificate(s) is/are held by your stockbroker, bank or other agent If your share certificate(s) is/are held by your stockbroker, bank or other agent. you will need to obtain iVlhem first, as the original share certificate(s) must accompany the completed Transfer Form which is to be received by link Group, Corporate Actions, 10th Floor. Central Square, 29Wellington Street, Leeds, LS1 40L. so as to reach link Group by no later than 1.00 p.m. on 3 November 2021. Link Group are unable to process any completed Transfer Forms that do not have the original share certificate(s) with them. 5. If you hold your Ordinary Shares in certificated form (that is, not in CREST) and any of your certificates have been lost You will need to contact Link Group on 0371 664 0300” or via email shareholderenquiries@linkgroup.co.uk, in order to obtain a replacement share certificate lor your Ordinary Shares, although there may be a lee lor this. Certain proof of ownership lidentification will be required by link Group prior to issuance of replacement certificates. Once you receive your original share certificate, send it with your completed Transfer Form as soon as possible thereafter and in any event so as to be received by Link Group by no later than 1.00 p.m. on 3 November 2021, as you will not be able to transfer your certificated shares via Link Group, without an original share certificate being provided with your duly completed Transfer Form. ·calls are charged at the standard geographic rate and will very by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m.—5.00 p.m., Monday to Friday excluding public holidays in England and Wales. 6. If your Ordinary Shares are in CREST You should arrange for your broker to deposit your Ordinary Shares for delivery or AOSs via the Company’s depositary bank, The Bank of New York Mellon. You should not complete a Transfer Form in respect of any Ordinary Shares held in CREST. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor (i.e .. broker) will be able to act on your behalf with The Bank of New York Mellon, by sending the necessary form in Appendix A to the FAQs on the Company’s website at www.silence-therapeutics.com. 7. If your full name or other particulars are different from those appearing in Box 1A Incorrect name- complete and lodge this Transfer Form with the correct name in Box 6 and accompanied by a letter from your bank, stockbroker or solicitor confirming that the person described on the certificate and the person who has executed this Transfer Form are one and the same. Incorrect address—write the correct address in Box 6 on this Transfer Form: or change of name—lodge your marriage certificate or the deed poll with this Transfer Form for noting. Toppan Merrill, London 21-29505-3 Toppan Merrill, London 21-29505-2