Abcam plc (Form: S-8, Received: 03/29/2022 16:36:18)

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller reporting company

Emerging growth company

Registration No. 333-

As filed with the United States Securities and Exchange Commission on March 29, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Abcam plc

(Exact name of registrant as specified in its charter)

United Kingdom

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Discovery Drive

Cambridge Biomedical Campus

Cambridge, CB2 0AX

United Kingdom

Not Applicable

(Address of Principal Executive Offices)

(Zip Code)

ABCAM PLC GROWTH PLAN

(Full title of the plan)

Abcam Inc.

152 Grove Street

Suite 1100

Waltham, Massachusetts

02453

(Name and address of agent for service)

(888) 772-2226

(Telephone number, including area code, of agent for service)

Copies to:

Ian D. Schuman

Nathan Ajiashvili

Jennifer Gascoyne

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

(212) 906-1200

Robbie McLaren

Anna Ngo

Latham & Watkins (London) LLP

99 Bishopsgate

London EC2M 3XF

United Kingdom

+44 20 7710-1000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in this Part I of Form S-8 (Plan Information and Registration Information and Employee Plan Annual Information) will be sent or given to employees as specified by the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Rule 428(b)(1) promulgated under the Securities Act. Such documents are not required to be and are not filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b), and will include the address and telephone number to which the request is to be directed.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The information incorporated by reference herein is considered to be part of this Registration Statement, and later information filed with the Commission will update and supersede this information. The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission, pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable:

(a)	the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2021, filed with the Commission on March 14, 2022 (File No. 001-39633);

(b)	the Registrant’s Report of Foreign Private Issuer on Form 6-K, filed with the Commission on March 14, 2022 (only with respect to the IFRS financial information contained therein); and

(c)

the description of the Registrant’s Ordinary Shares and ADSs contained in the Registrant’s Registration Statement on Form 8-A filed on October 19, 2020 (File No. 001-39633) under the Exchange Act, as updated by “Description of Securities” filed as Exhibit 2.3 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2021, including any amendment or report filed for the purpose of updating such description.

All documents or reports filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and to the extent designated therein, certain reports on Form 6-K, furnished by the Registrant, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities offered hereby then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents or reports.

For purposes of this Registration Statement, any document or any statement in a document or report incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a subsequently filed document or a statement contained therein, or in any other subsequently filed document or report which also is or is deemed to be incorporated by reference herein, modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

Members of the Registrant’s board of directors and its officers have the benefit of the following indemnification provisions in the Registrant’s articles of association:

(a)

every director, alternate director, secretary or other officer of the Registrant (other than any person (whether an officer or not) engaged by the Registrant as auditor) shall be indemnified by the Registrant against all costs, charges, losses, expenses and liabilities incurred in relation to the execution of his or her duties in relation to the Registrant, or the exercise of his or her powers or otherwise in relation to or in connection with his or her duties, powers or office as a director of the Registrant or any associated company, including any liability which may attach to him or her in respect of any negligence, default, breach of duty or breach of trust in relation to anything done or omitted to be done or alleged to have been done or omitted to be done by him or her as a director; and

(b)

the Registrant may fund the expenses of every director, alternate director, secretary or other officer of the Registrant incurred or to be incurred in defending any criminal, civil proceedings or regulatory proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by such director, secretary or other officer in relation to any member of the registrant, or in connection with any application under section 1157 or section 661(3) or (4) of the Companies Act 2006.

There shall be no entitlement to indemnification as referred to in (a) above for (i) any liability incurred to the Registrant or any associated company, (ii) the payment of a fine imposed in any criminal proceeding, (iii) a penalty imposed by a regulatory authority for non-compliance with any requirement of a regulatory nature, (iv) the defense of any criminal proceeding if the member of the Registrant’s board of directors is convicted, (v) the defense of any civil proceeding brought by the Registrant or an associated company or any in which judgment is given against the director, and (vi) in connection with any application for relief under section 1157 or section 661(3) or (4) of the Companies Act 2006 in which the court refuses to grant relief to the director.

In addition, any director or alternate director who has received payment from the Registrant under (b) above must repay the amount he received no later than: (i) in the event of the director or alternate director being convicted in the proceedings, the date when the conviction becomes final; (ii) in the event of judgment being given against him in proceedings, the date when the judgment becomes final; or (iii) in the event of the court refusing to grant him relief on the application, the date when the refusal of relief becomes final.

The Registrant maintains a general liability insurance policy that covers certain liabilities of directors and officers of the Registrant arising out of claims based on acts or omissions in their capacities as directors or officers.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.


Exhibit Number		Description

4.1		Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form F-1 (File No. 333-249263) filed on October 2, 2020).

5.1+		Opinion of Latham & Watkins (London) LLP, counsel of the Registrant.

23.1+		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

23.2+		Consent of Latham & Watkins (London) LLP (included in Exhibit 5.1).

24.1+		Power of Attorney (included on signature page).

99.1+		Abcam plc Growth Plan.

107.1+		Filing Fee Table.

+	Filed herewith

Item 9.

Undertakings.

(a)	The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cambridge, United Kingdom, on March 29, 2022.


ABCAM PLC

By:		/s/ Alan Hirzel
Name:		Alan Hirzel
Title:		Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Alan Hirzel and Michael Baldock, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all future amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or their or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:


Name	Title	Date

/s/ Alan Hirzel	Chief Executive Officer and Director (Principal Executive Officer)	March 29, 2022
Alan Hirzel

/s/ Michael Baldock	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	March 29, 2022
Michael Baldock

/s/ Peter Allen	Director	March 29, 2022
Peter Allen

/s/ Mara Aspinall	Director	March 29, 2022
Mara Aspinall

/s/ Giles Kerr	Director	March 29, 2022
Giles Kerr

/s/ Mark Capone	Director	March 29, 2022
Mark Capone

/s/ Bessie Lee	Director	March 29, 2022
Bessie Lee

/s/ Sally Crawford	Director	March 29, 2022
Sally Crawford

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Abcam plc has signed this registration statement on March 29, 2022.


ABCAM INC.

By:		/s/ Alex Bladel
Name:		Alex Bladel
Title:		Assistant Secretary

Exhibit 5.1


	99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460 www.lw.com
	FIRM / AFFILIATE OFFICES
29 March 2022 Abcam plc Discovery Drive Cambridge Biomedical Campus	Austin Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan	Moscow Munich New York Orange County Paris Riyadh* San Diego San Francisco Seoul Shanghai Silicon Valley Singapore Tel Aviv Tokyo Washington, D.C.
Cambridge CB2 0AX United Kingdom

Re:

Abcam plc (the “Company”) – Registration Statement on Form S-8, Exhibit 5.1

We have acted as English legal advisers to the Company, a public limited company incorporated in England and Wales in connection with the preparation and filing of the registration statement on Form S-8 to which this opinion letter is attached as an exhibit (such registration statement, as amended, including the documents incorporated by reference therein, the “Registration Statement”) filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”).

As set out in the Registration Statement, it is proposed that up to 3,500,000 ordinary shares of the Company each having a nominal value of £0.002 (the “Shares”) may become issuable under the Abcam Growth Plan (the “Share Plan”).

1.	INTRODUCTION

1.1	Purpose

In connection with the Registration Statement, we have been asked to provide an opinion on certain matters, as set out below. We have taken instructions in this regard solely from the Company.

1.2	Defined terms and headings

In this letter:

(a)

capitalised terms used without definition in this letter or the schedules hereto have the meanings assigned to them in the Registration Statement unless a contrary indication appears; and

(b)

headings are for ease of reference only and shall not affect interpretation.

Latham & Watkins is the business name of Latham & Watkins (London) LLP, a registered limited liability partnership organised under the laws of New York and authorised and regulated by the Solicitors Regulation Authority (SRA No. 203820). A list of the names of the partners of Latham & Watkins (London) LLP is open to inspection at its principal place of business, 99 Bishopsgate, London EC2M 3XF, and such persons are either solicitors, registered foreign lawyers, or managers authorised by the SRA. We are affiliated with the firm Latham & Watkins LLP, a limited liability partnership organised under the laws of Delaware.

*	In cooperation with the Law Office of Salman M. Al-Sudairi

LOGO

1.3	Legal review

For the purpose of issuing this letter, we have reviewed only the following documents and conducted only the following enquiries and searches:

(a)

an online search at Companies House in respect of information available for inspection about the Company conducted on 29 March 2022 at 10:06 a.m.;

(b)

an online search at the Central Registry of Winding Up Petitions, London on 29 March 2022 at 10:06 a.m. with respect to the Company (paragraphs 1.3(a) and 1.3(b) together, the “Searches”);

(c)

a copy of the minutes of a meeting of the board of directors of the Company (the “Board”) held on 20 October 2020, at which it was resolved, inter alia, to adopt the terms of reference for the remuneration committee (“Remuneration Committee”);

(d)

a copy of the minutes of a meeting of the Remuneration Committee held on 10 September 2021, at which it was resolved, inter alia, to approve the Share Plan;

(e)

a copy of the Share Plan;

(f)

a copy of the certificate of incorporation of the Company dated 24 February 2005;

(g)

a copy of the certificate of incorporation of the Company dated 12 February 1998 and certificates of incorporation on change of name of the Company dated 26 March 1998 and 26 October 2005;

(h)

a copy of the current articles of association of the Company which were adopted pursuant to a special resolution passed on 1 November 2010; and

(i)

a draft copy of the Registration Statement as at 29 March 2022 and to be filed with the SEC on 29 March 2022.

1.4	Applicable law

This letter, the opinion given in it, and any non-contractual obligations arising out of or in connection with this letter and/or the opinion given in it, are governed by, and shall be construed in accordance with English law, and relate only to English law, as applied by the English courts as at today’s date. In particular:

(a)

we have not investigated the laws of any country other than England and we assume that no foreign law (including, for the avoidance of doubt, European Union law on and after 1 January 2021), affects the opinion stated below; and

(b)

we express no opinion in this letter on the laws of any jurisdiction other than England.

1.5	Assumptions and reservations

The opinion given in this letter is given on the basis of each of the assumptions set out in Schedule 1 (Assumptions) and is subject to each of the reservations set out in Schedule 2 (Reservations) to this letter. The opinion given in this letter is strictly limited to the matters stated in paragraph 2 (Opinion) below and does not extend, and should not be read as extending, by implication or otherwise, to any other matters.

LOGO

2.	OPINION

Subject to paragraph 1 (Introduction) and the other matters set out in this letter and its Schedules, and subject further to the following:

(a)

the Registration Statement, as finally amended, having become effective under the Securities Act and continuing to be so effective;

(b)

the shareholders of the Company in a general meeting or within the Company’s articles of association duly and validly having resolved: (i) as may be required, as an ordinary resolution, or within the Company’s articles of association, to authorise the Board pursuant to section 551 of the Companies Act 2006 (the “Companies Act”) to allot Shares, or to grant rights to subscribe for Shares, pursuant to the Share Plan; and (ii) as may be required, as a special resolution, or within the Company’s articles of association, to empower the directors of the Company pursuant to section 570 of the Companies Act to allot such Shares, and grant such rights (as applicable), free of the restrictions in section 561 of the Companies Act, and such resolutions and authorities remaining in full force and effect and not having expired, been rescinded or amended;

(c)

the delegation of authority to the Remuneration Committee having been validly effected (among other things, in accordance with the Company’s articles of association and the Share Plan);

(d)

the directors of the Company or the Remuneration Committee and the shareholders of the Company, as applicable, having validly approved the Share Plan;

(e)

the directors of the Company or the Remuneration Committee having validly granted the awards in respect of the Shares under the Share Plan;

(f)

the directors of the Company or the Remuneration Committee having validly resolved to allot and issue the Shares, or grant rights to subscribe for the Shares, at duly convened and quorate meetings of the Board or the Remuneration Committee or by way of duly passed written resolutions of the Board or the Remuneration Committee and such resolutions being in full force and effect and not having been rescinded or amended;

(g)

the receipt in full of payment for such Shares in an amount of “cash consideration” (as defined in section 583(3) of the Companies Act) of not less than the aggregate nominal value for such Shares, assuming in each case that the individual grants or awards under the Share Plan are duly authorised by all necessary corporate action as described in (e) above and duly granted or awarded and exercised in accordance with the requirements of law, the Company’s articles of association and the Share Plan (and the agreements and awards duly adopted thereunder and in accordance therewith); and

(h)

valid entries having been made in relation to the allotment and issue of the Shares in the books and registers of the Company,

it is our opinion that, as of today’s date, the Shares, if and when allotted and issued, registered in the name of the recipient in the register of members of the Company and delivered in accordance with the terms and conditions referred to above and/or in the Share Plan, and as described in the Registration Statement, will be duly and validly authorised and issued, fully paid or credited as fully paid (subject to the receipt of valid consideration by the Company for the issue thereof) and will not be subject to any call for payment of further capital.

LOGO

3.	EXTENT OF OPINION

We express no opinion as to any agreement, instrument or other document other than as specified in this letter or as to any liability to tax which may arise or be suffered as a result of or in connection with the transactions contemplated by the Share Plan.

This letter only applies to those facts and circumstances which exist as at today’s date and we assume no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances which may subsequently come to our attention, any changes in laws which may occur after today, or to inform the addressee of any change in circumstances happening after the date of this letter which would alter our opinion.

4.	RELIANCE AND DISCLOSURE

This letter is addressed to you solely for your benefit in connection with the Registration Statement. We consent to the filing of this letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

This letter may not be relied upon by you for any other purpose, and, other than as set out in this paragraph 4, may not be furnished to, or assigned to or relied upon by any other person, firm or entity for any purpose (including, without limitation, by any person, firm or other entity that acquires Shares from the Company), without our prior written consent, which may be granted or withheld in our discretion.

Sincerely

/s/ Latham & Watkins LLP

SCHEDULE 1

ASSUMPTIONS

The opinion in this letter has been given on the basis of the following assumptions:

(a)

the genuineness of all signatures, stamps and seals on all documents, the authenticity and completeness of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies;

(b)

that in the case of a document signed electronically, the person signing it intended to sign and be bound by the document;

(c)

that, where a document has been examined by us in draft or specimen form, it will be or has been duly executed in the form of that draft or specimen;

(d)

that the articles of association of the Company referred to in paragraph 1.3(h) of this letter remain in full force and effect, and no alteration has been made or will be made to such articles of association, in each case, prior to any date on which the Shares are allotted, issued or rights are granted to subscribe for Shares (each such date being an “Allotment Date”);

(e)

that the Share Plan remains in full force and effect and no alterations have been made or will be made to it prior to an Allotment Date;

(f)

that all documents, forms and notices which should have been delivered to the UK Companies House in respect of the Company have been so delivered, that the results of the Searches are complete and accurate, that the position has not changed since the times at which the Searches were made and that the results of the Searches will remain complete and accurate as at each Allotment Date;

(g)

that the proceedings and resolutions described in the minutes of the meetings of the Board provided to us in connection with the giving of this opinion or otherwise contemplated in connection with the matters referred to herein were and/or will be duly conducted as so described, and that each of the meetings referred to therein was and/or will be duly constituted, convened and conducted and all constitutional, statutory and other formalities were and/or will be duly observed (including, if applicable, those relating to the declaration of directors’ interests or the power of interested directors to vote), a quorum was and/or will be present throughout, the requisite majority of directors voted and/or will vote in favour of approving the resolutions and the resolutions passed thereat were and/or will be duly adopted, have not been and will not be revoked or varied and remain in full force and effect and will remain so as at each Allotment Date;

(h)

that at the time of each allotment and issue of any Shares, the Company shall have received in full “cash consideration” (as such term is defined in section 583(3) of the Companies Act) equal to the subscription price payable for such Shares and shall have entered the holder or holders thereof in the register of members of the Company showing that all such Shares shall have been fully paid up as to their nominal value and any premium thereon as at each Allotment Date;

(i)

that, in relation to any allotment and issue of any Shares by the Company pursuant to the Share Plan, the recipient will have become entitled to such Shares under the terms of the Share Plan and such Shares will, where applicable, be fully vested each in accordance with the terms of the Share Plan and such recipient has or will have complied with all other requirements of the Share Plan in connection with the allotment and issue of such Shares;

(j)

that all awards have been made under the terms of the Share Plan, that the terms of all awards have not materially deviated from the terms set out in the Share Plan and that any Shares will be allotted and issued in accordance with the terms set out in the Share Plan and in accordance with the Company’s articles of association;

(k)

that the Share Plan has been validly adopted and no alteration has been or shall be made to the Share Plan since the date of adoption;

(l)

that immediately prior to each Allotment Date, the directors of the Company and/or the Remuneration Committee had or shall have sufficient authority and powers conferred upon them to allot and issue such Shares and grant such rights (as applicable) under section 551 of the Companies Act and under section 570 of the Companies Act as if section 561 of the Companies Act did not apply to such allotment and issue or grant, and the directors of the Company and/or the Remuneration Committee shall not allot or issue (or purport to allot or issue) Shares and shall not grant rights (or purport to grant rights) to acquire Shares in excess of such powers or in breach of any other limitation on their power to allot and issue Shares or grant rights to acquire Shares;

(m)

that in relation to the allotment and issue of Shares pursuant to the Share Plan or otherwise to an employee benefit trust, that such Shares will be allotted and issued in accordance with the terms of the Share Plan, the Company’s articles of association and the requirements of all applicable laws;

(n)

that no Shares shall be allotted or issued, or are or shall be committed to be allotted or issued, at a discount to their nominal value (whether in dollars or equivalent in any other currency);

(o)

that no Shares or rights to subscribe for Shares have been or shall be offered to the public in the United Kingdom in breach of the Financial Services and Markets Act 2000 (“FSMA”) or of any other United Kingdom laws or regulations concerning offers of securities to the public, and no communication has been or shall be made in relation to the Shares in breach of section 21 of the FSMA or any other United Kingdom laws or regulations relating to offers or invitations to subscribe for, or to acquire rights to subscribe for or otherwise acquire, shares or other securities;

(p)

that in issuing and allotting and granting rights to acquire Shares and administering the Share Plan, the Company is not carrying on a regulated activity for the purposes of section 19 of FSMA;

(q)

that the Company has complied and will comply with all applicable anti-terrorism, anti-money laundering, sanctions and human rights laws and regulations and that each allotment and issue of Shares and grant of rights to acquire Shares pursuant to the Share Plan will be consistent with all such laws and regulations;

(r)

that the Share Plan and all obligations thereunder have been entered into, and the Shares will be allotted and issued, in good faith and on bona fide commercial terms and on arms’ length terms and for the purpose of carrying on the business of the Company and that there are reasonable grounds for believing that the entry into of the Share Plan, and the allotment and issue of the Shares, will promote the success of the Company for the benefit of its members as a whole; and

(s)

that the Company has not taken any corporate or other action nor have any steps been taken or legal proceedings been started against the Company for the liquidation, administration, winding-up, dissolution, reorganisation or bankruptcy or similar procedures in other relevant jurisdictions, of, or for the commencement of a moratorium in respect of or the appointment of a liquidator, receiver, trustee, administrator, administrative receiver, monitor or similar officer of, the Company or all or any of its assets (or any analogous proceedings in any jurisdiction) and the Company is not unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986 and will not become unable to pay its debts within the meaning of that section as a result of any of the transactions contemplated herein, is not insolvent and has not been dissolved or declared bankrupt (although the Searches gave no indication that any winding-up, dissolution, moratorium or administration order, application or filing; or appointment of a liquidator, receiver, administrator, administrative receiver, monitor or similar officer has been made with respect to the Company), and such actions and steps will not have been taken as at any Allotment Date.

SCHEDULE 2

RESERVATIONS

The opinion in this letter is subject to the following reservations:

(a)

the Searches are not capable of revealing conclusively whether or not a winding-up or administration petition, filing or order has been presented or made, a monitor or receiver appointed, a company voluntary arrangement proposed or approved or a moratorium or any other insolvency proceeding commenced. We have not made enquiries of any District Registry or County Court;

(b)

(i)

any limitations arising from applicable laws relating to insolvency, bankruptcy, administration, reorganisation, liquidation, moratoria, schemes, restructuring plans or analogous circumstances; and

(ii)

an English court exercising its discretion under section 426 of the Insolvency Act 1986 (co-operation between courts exercising jurisdiction in relation to insolvency) to assist the courts having the corresponding jurisdiction in any part of the United Kingdom or any relevant country or territory;

(c)

we express no opinion as to matters of fact;

(d)

we express no opinion on the compliance of the Share Plan, or the compliance of any award made under the Share Plan, with the rules or regulations of the NASDAQ Stock Market LLC, the rules or regulations of, or the AIM Rules for Companies published by, the London Stock Exchange plc or the rules or regulations of any other securities exchange that are applicable to the Company;

(e)

we express no opinion in relation to the legality, enforceability or validity of the Share Plan or any award agreement entered into pursuant to it. In particular, but without prejudice to the generality of the foregoing, we have assumed that the Shares to be allotted under the Share Plan or any such award agreement will be paid up in full (as to their nominal value and any premium) in cash (within the meaning of section 583(1) of the Companies Act) and we express no opinion as to whether any consideration other than “cash consideration” (as such term is defined in section 583(3) of the Companies Act) which might be paid, or purport to be paid, for the Shares would result in such Shares being validly issued, fully paid and not subject to any call for payment of further capital;

(f)

if any award under the Share Plan does not constitute the award of a cash bonus, so as to create a liability for a liquidated sum, any Shares purported to be allotted and issued pursuant to any such award will not have been validly allotted and issued for cash in accordance with the requirements of the Companies Act and may not therefore be fully paid and not subject to any call for payment of further capital; and

(g)

it should be understood that we have not been responsible for investigating or verifying the accuracy of the facts, including statements of foreign law, or the reasonableness of any statements of opinion, contained in the Registration Statement, or that no material facts have been omitted from it.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Abcam plc of our report dated March 14, 2022relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in Abcam plc’s Annual Report on Form 20-F for the year ended December 31, 2021.

/s/ PricewaterhouseCoopers LLP

Cambridge, United Kingdom

March 29, 2022

Exhibit 99.1

LOGO

Rules of the Abcam Growth Plan

Adopted by the board of directors on 10 September 2021

Expiry date 31 December 2024

LOGO

Table of Contents


1.	Definitions and Interpretation	2

2.	Grant of Awards	4

3.	Performance Condition	4

4.	Restrictions on Transfer and Bankruptcy	5

5.	Plan Limits	5

6.	Reduction and Recovery	6

7.	Vesting and Settlement	7

8.	Taxation and Regulatory Issues	9

9.	Cash Equivalent	9

10.	Cessation of Employment	9

11.	Corporate events	11

12.	Adjustments	13

13.	Amendments	13

14.	Legal Entitlement	13

15.	General	14

Schedule 1 Cash Awards		16

Schedule 2 US Participants – Awards which are compliant with S.409A		17

The Abcam Growth Plan

1.	Definitions and Interpretation

1.1	In this Plan, unless otherwise stated, the words and expressions below have the following meanings:

“Admission” means the day on which Shares are admitted to trading on AIM in accordance with the AIM Rules for Companies;

“AIM” means AIM, a market of the London Stock Exchange;

“AIM Rules for Companies” means the AIM Rules for Companies published by the London Stock Exchange, as amended from time to time;

“Award” means a right to receive Shares automatically subject to the rules of the Plan;

“Board” means, subject to rule 11.8, the board of the Company or any committee or person duly authorised by the Board, or any duly appointed successor body;

“Company” means Abcam plc registered in England and Wales under number 03509322;

“Control” has the meaning given by section 995 of the Income Tax Act 2007;

“Data Protection Legislation” means the EU General Data Protection Regulation 2016/679, to the extent that it forms part of the law of the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018, and the Data Protection Act 2018;

“Dealing Restrictions” means restrictions imposed by the Company’s share dealing code, the AIM Rules for Companies, the MAR or any other laws or regulations that impose restrictions on share dealing;

“Eligible Employee” means an employee (excluding an executive director) of the Company or any of its Subsidiaries who has been employed at all times during any Qualifying Period;

“Grant Date” means the date on which an Award is granted;

“Group Member” means the Company, any Subsidiary of the Company, any company that is (within the meaning given by section 1159 of the Companies Act 2006) the Company’s holding company or a Subsidiary of the Company’s holding company or, if the Board so determines, any body corporate in relation to which the Company is able to exercise at least 20% of the equity voting rights and “Group” will be construed accordingly;

“Internal Reorganisation” means a transaction where immediately after a change of Control of the Company, all or substantially all of the share capital of the acquiring company is owned directly or indirectly by the persons who were shareholders in the Company immediately before the change of Control;

“London Stock Exchange” means the London Stock Exchange plc or any successor body;

“MAR” means the EU Market Abuse Regulation 596/2014 and any associated EU Regulation, to the extent each is incorporated into the law of the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by any instrument related to their incorporation into the law of the United Kingdom;

“Normal Vesting Date” means the date on which an Award will normally Vest, which will be the later of:

(a)

the date determined by the Board on or before the Grant Date;

(b)

the date on which the Board determines the extent to which any Performance Condition has been satisfied in accordance with rule 7.1; and

(c)

where the Board determines that an adjustment should be made in accordance with rule 7.2, the date of such determination;

“Participant” means any person who holds an Award or, following their death, their personal representatives;

“Performance Condition” means a condition or conditions imposed under rule 3.1 that relates to performance;

“Performance Period” means the period over which a Performance Condition will be measured;

“Plan” means the Abcam Growth Plan as amended from time to time;

“Qualifying Period” means such period of qualifying employment as the Board may in its discretion determine from time to time, as communicated to Participants on or before the Grant Date;

“Recovery Period” means subject to rule 6.6, the period ending on the first anniversary of the Vesting Date, or such other period determined by the Board on or before the Grant Date;

“Share” means a fully paid ordinary share in the Company;

“Subsidiary” has the meaning given by section 1159 of the Companies Act 2006;

“Tax Liability” means any tax or social security contributions liability (whether in the UK or overseas), including secondary national insurance contributions, in connection with an Award for which the Participant is liable (or which may be recovered from the Participant) and for which any Group Member or former Group Member is obliged to account to any relevant authority, or any reasonable estimate thereof;

“Trustee” means the trustee or trustees for the time being of any employee benefit trust, the beneficiaries of which include Eligible Employees;

“Vest” means the point at which a Participant becomes entitled to receive the Shares subject to an Award, and “Unvested”, “Vesting”, and “Vested” will be construed accordingly;

“Vesting Date” means the date on which an Award Vests; and

“Vesting Period” means the period from the Grant Date to the date on which results are announced following the end of the Performance Period (or such other date as the Board may determine on or before the Grant Date).

1.2	References in the Plan to:

1.2.1

any statutory provisions are to those provisions as amended or re-enacted from time to time;

1.2.2

the singular includes the plural and vice versa; and

1.2.3

the masculine includes the feminine and vice versa.

1.3	Headings do not form part of the Plan.

2.	Grant of Awards

2.1	The Board may grant an Award to an Eligible Employee at any time. An Award may be subject to such additional terms as the Board may determine.

2.2	The grant of an Award will be subject to obtaining any approval required by any relevant authority, any Dealing Restrictions and any other applicable laws or regulations (whether in the UK or overseas).

2.3	An Award may be divided into distinct tranches with different Vesting Periods, and, if so, the rules of the Plan will be construed as if each tranche were itself a separate Award.

2.4

Awards must be granted by deed (or in such other written form as the Board determines) and, as soon as reasonably practicable after the Grant Date, Participants must be notified of the terms of their Award including the Grant Date, number of Shares subject to Award, the Normal Vesting Date, Vesting Period, the Performance Period, the Performance Condition and any additional terms imposed by the Board in accordance with rule 2.1.

2.5	A Participant may be required to accept an Award in such form as the Board reasonably requires and, if the Board has not received (or waived the right to receive) such acceptance on or before the date that is three months after the Grant Date:

2.5.1

the Award may not Vest; and

2.5.2

the Board may determine that the Award will lapse.

2.6	No Award may be granted under the Plan after 31 December 2024.

3.	Performance Condition

3.1	Awards will be subject to the satisfaction of a Performance Condition, which will be determined by the Board on or before the Grant Date.

3.2	Subject to rules 10 and 11, the Performance Condition will be measured over the Performance Period.

3.3

The Board may amend or substitute the Performance Condition in accordance with its terms or if the Board considers that an amended or substituted Performance Condition is reasonable, appropriate and would not be materially less difficult to satisfy than the original Performance Condition was at the Grant Date.

4.	Restrictions on Transfer and Bankruptcy

4.1	An Award must not be transferred, assigned, charged or otherwise disposed of in any way (except in the event of the Participant’s death, to their personal representatives) and will lapse immediately on any attempt to do so.

4.2	An Award will lapse immediately if the Participant is declared bankrupt or, if the Participant is outside the UK, any analogous event occurs.

5.	Plan Limits

5.1	The Board must not grant an Award that would cause the number of Shares allocated under the Plan and under any other employee share plan adopted by the Company to exceed such number as represents ten per cent of the ordinary share capital of the Company then in issue.

5.2

Subject to rules 5.3 and 5.4, in determining the limits set out in rule 5.1, Shares are treated as allocated if, on any day, they have been newly issued by the Company or transferred from treasury to satisfy an option, award or other right granted during the period of ten years before that day (an “award”), or in the case of such an award in respect of which Shares are yet to be delivered, if the Board intends that new Shares will be issued or that Shares from treasury will be transferred and for these purposes the number of Shares allocated includes:

5.2.1

Shares that have been issued or may be issued to any Trustee; and

5.2.2

Shares that have been or may be transferred from treasury to any Trustee,

and in either case for the Trustee to then transfer to satisfy an award (unless these Shares have already been counted under this rule).

5.3	The Board may determine that Shares transferred from treasury will cease to count as allocated for the purposes of rule 5.2 if guidelines published by institutional investor representative bodies no longer require such Shares to be counted.

5.4	The number of Shares allocated does not include:

5.4.1

Shares issued (or transferred from treasury) or committed to be issued (or transferred from treasury) to satisfy awards granted on or before Admission;

5.4.2

Shares that were allocated to satisfy awards to the extent that such awards have lapsed, been relinquished or been satisfied in cash; and

5.4.3

existing Shares (other than treasury Shares) that have been transferred to satisfy awards or that have been allocated to satisfy awards.

5.5	If the Board purports to grant one or more Awards that are inconsistent with the limits in this rule 5, each such Award will be reduced as determined by the Board and will take effect from the Grant Date over the reduced number of Shares.

5.6	The Board may make such adjustments to the method of assessing the limits set out in rule 5.1 as it considers appropriate in the event of any variation of the Company’s share capital.

6.	Reduction and Recovery

6.1	Notwithstanding any other rule of the Plan, this rule 6 applies to each Award and will continue to apply after the cessation of a Participant’s office or employment with a Group Member for any reason, whether or not any termination is lawful.

Action that may be taken to give effect to reduction and recovery provisions

6.2	The Board may, where rule 6.4 or 6.5 applies:

6.2.1

cancel or impose further conditions on an Award; and/or

6.2.2

reduce (including to nil) the number of Shares to which an Award relates,

at any time before the end of the Recovery Period in respect of such Award.

6.3	If Shares and/or cash have been delivered in satisfaction of an Award (including to a nominee on behalf of the Participant), the Board may, where rule 6.4 applies:

6.3.1

require a Participant to make a cash payment to the Company in respect of some or all of the Shares or cash delivered to them under the Award; and/or

6.3.2

require a Participant to transfer for nil consideration some or all of the Shares delivered to them under the Award,

at any time before the end of the Recovery Period in respect of an Award, and the Board will have the discretion to determine the basis on which the amount of cash or number of Shares is calculated including whether and, if so, to what extent to take account of any tax or social security liability applicable to the Award.

Triggers applicable throughout the Recovery Period

6.4	The Board may take any of the actions set out in rule 6.2 or 6.3 if it determines that any of the following circumstances have occurred before the end of the Recovery Period:

6.4.1

a material misstatement of any Group Member’s financial results;

6.4.2

an error in assessing the Performance Condition applicable to the Award or in the information or assumptions on which the Award was granted or Vests;

6.4.3

a material failure of risk management in any Group Member or a relevant business unit;

6.4.4

serious reputational damage to any Group Member or a relevant business unit where such serious reputational damage is wholly or partly caused by the Participant;

6.4.5

serious misconduct or material error on the part of the Participant;

6.4.6

a material downturn in the financial performance of any Group Member or a relevant business unit;

6.4.7

a material corporate failure in any Group Member or a relevant business unit; or

6.4.8

any other circumstances that the Board in its discretion considers to be similar in their nature or effect to those in this rule 6.4.

Cross-clawback

6.5	The Board may take any of the actions set out in rule 6.2 or 6.3 in order to effect the recovery under any malus or clawback provisions that are included in any incentive plan (including the Plan) operated by any Group Member of sums paid or Shares delivered under such plans.

Other provisions relating to recovery provisions

6.6

If the action or conduct of any Participant, Group Member or relevant business unit is under investigation by the Company, or the Company has been notified by a third party that an investigation into such action or conduct has begun, before the end of the Recovery Period and such investigation has not been or is not expected to be concluded by that date, the Board may extend the Recovery Period to end on such later date as the Board considers appropriate to allow such investigation to be concluded.

6.7	For the purposes of this rule 6, references to:

6.7.1

a Participant include former Participants; and

6.7.2

a Group Member or a relevant business unit include any former Group Member or former business unit.

7.	Vesting and Settlement

7.1	As soon as reasonably practicable after the end the Performance Period, the Board will determine if and to what extent the Performance Condition has been satisfied, and, accordingly, the extent to which the Award will, subject to rule 7.2, Vest.

Discretion

7.2	As soon as reasonably practicable after the end of the Vesting Period, (and after the Board’s determination under rule 7.1), the Board may, in its discretion, reduce (including by reducing to nil) the extent to which an Award would (but for this rule 7.2) Vest, if it considers that:

7.2.1

such Vesting level does not reflect the underlying financial or non-financial performance of the Participant or the Group over the Vesting Period;

7.2.2

such Vesting level is not appropriate in the context of circumstances that were unexpected or unforeseen at the Grant Date; or

7.2.3

there exists any other reason why an adjustment is appropriate, taking into account such factors as the Board considers relevant.

7.3	To the extent any part of an Award does not Vest as a result of the determination referred to in rules 7.1 and 7.2 it will lapse immediately.

7.4	Subject to rules 8, 10 and 11, an Award will Vest on the Normal Vesting Date unless on the Normal Vesting Date (or on any other date on which an Award is due to Vest under rule 10 or 11):

7.4.1

a Dealing Restriction applies to the Participant, in which case an Award will Vest on the date on which such Dealing Restriction lifts; or

7.4.2

the action or conduct of any Participant, Group Member or relevant business unit is under an investigation contemplated by rule 6 and such investigation has not yet been concluded by that date, in which case an Award will Vest on such later date as the Board considers appropriate to allow such investigation to be concluded.

7.5	Subject to rules 8 and 9, where an Award has Vested, the number of Shares in respect of which the Award has Vested will be issued or transferred (as applicable) to the Participant as soon as practicable thereafter.

7.6	The Board may, in its discretion, accelerate the Vesting of some or all of an Award if, as a result of the Participant moving jurisdiction:

7.6.1

the Participant would suffer a greater liability to tax and/or social security contributions than would have been the case had they not moved;

7.6.2

the Participant’s ability have Shares delivered to them would be restricted; and/or

7.6.3

the Participant’s ability to hold or deal in the Shares acquired or the proceeds of sale of or dividends payable on such Shares would be restricted or prohibited, and

the Board may determine that such Vesting will be subject to such conditions as the Board may determine, which may include restrictions on the disposal of some or all of the Shares acquired pursuant to the Award for such period as the Board may determine, and that any Shares so restricted may be forfeited if the Participant ceases to hold office or employment with a Group Member during such period in circumstances in which their Award would have lapsed if it had not Vested in accordance with this rule 7.6. The Board may make the Vesting of the Award conditional on the Participant taking any action (including entering into any agreement) reasonably required by the Board in relation to such conditions.

7.7

Any costs associated with the delivery of Shares to satisfy an Award (including any stamp duty or stamp duty reserve tax) will be borne by the Company (or another Group Member). Any costs associated with the sale of Shares acquired pursuant to an Award (including on any sale pursuant to rule 8) will be borne by the Participant.

8.	Taxation and Regulatory Issues

8.1

A Participant will be responsible for and indemnifies each relevant Group Member and any Trustee against any Tax Liability relating to their Award. Any Group Member and/or the Trustee may withhold an amount equal to such Tax Liability from any amounts due to the Participant (to the extent such withholding is lawful) and/or make any other arrangements as it considers appropriate to ensure recovery of such Tax Liability. These arrangements may include the sale of Shares acquired to realise an amount equal to the Tax Liability or the cash settlement under rule 9 of such part of the Award as is as near as reasonably possible equal to the Tax Liability.

8.2	The Vesting of an Award and the issue or transfer of Shares under the Plan will be subject to obtaining any approval required by any other relevant authority, any Dealing Restrictions or any other laws or regulations (whether in the UK or overseas).

9.	Cash Equivalent

9.1

Subject to rule 9.2, at any time before Shares have been delivered to a Participant, the Board may determine that, in substitution for their right to acquire some or all of those Shares, the Participant will instead receive a cash sum equal to the market value (as determined by the Board) on the Vesting Date of the Shares that would otherwise have been delivered. Any such cash sum will be paid to the Participant as soon as practicable after the Vesting of the Award, net of any Tax Liability.

9.2	The Board may determine that this rule 9 will not apply to an Award or any part of it.

10.

Cessation of Employment

Cessation of employment before the Normal Vesting Date

10.1	If a Participant ceases to hold office or employment with a Group Member before the Normal Vesting Date of an Award other than in accordance with rule 10.2 or on account of their death, that Unvested Award will lapse in full on the date of cessation.

10.2	If a Participant ceases to hold office or employment with a Group Member before the Normal Vesting Date of an Award as a result of:

10.2.1

ill-health, injury or disability as established to the satisfaction of the Board;

10.2.2

retirement (subject to the agreement of the Participant’s employer);

10.2.3

redundancy within the meaning of the Employment Rights Act 1996;

10.2.4

the Participant’s employing company ceasing to be a Group Member or the transfer of an undertaking or part of an undertaking to a person who is not a Group Member; or

10.2.5

any other reason at the Board’s discretion (other than where a Participant’s employment is terminated for gross misconduct, in which case the Award will lapse on the date of such cessation),

then, unless the Board determines that rule 10.3 will apply, that Unvested Award will continue and, subject to rules 10.7 and 11, will Vest on the Normal Vesting Date in respect of a number of Shares determined in accordance with rule 10.5.

10.3	If the Board determines under rule 10.2 that this rule 10.3 will apply, that Unvested Award will Vest as soon as reasonably practicable following the date of cessation of office or employment in respect of a number of Shares determined in accordance with rule 10.5.

10.4	If a Participant ceases to hold office or employment with a Group Member on account of their death, unless the Board determine otherwise, that Unvested Award will Vest in full as soon as reasonably practicable following the date of cessation of office or employment.

10.5	Unless the Board, in its discretion, determines otherwise the number of Shares in respect of which an Award Vests pursuant to rule 10.2 or rule 10.3 will be determined by the Board considering:

10.5.1

the extent to which the Performance Condition has, in the Board’s opinion, been satisfied as determined in accordance with rule 7.1 or, if the Award Vests before the end of the Performance Period, on the date of cessation of office or employment as determined by the Board;

10.5.2

whether it is appropriate to adjust (including by reducing to nil) the extent to which the Award would (but for this rule 10.5.2) Vest, if it considers that rule 7.2.1, 7.2.2 or 7.2.3, applies, taking into account such factors as the Board considers relevant;

10.5.3

the proportion of the Performance Period that has elapsed at the date of cessation of office or employment, unless the Board determine otherwise,

and any part of the Award that does not Vest will lapse immediately.

Meaning of cessation of employment

10.6	For the purposes of the Plan, no person will be treated as ceasing to hold office or employment with a Group Member until the earlier of

10.6.1

that person no longer holding an office or employment or a right to return to work with any Group Member; and

10.6.2

the date such person gives or receives notice of termination of office or employment, unless the Board determine otherwise.

Leavers – post-cessation change in circumstances¹

10.7	If an Unvested Award continues in accordance with rule 10.2 following a Participant ceasing to hold office or employment with a Group Member, the Board may:

10.7.1

require the Participant to confirm, in such form and at such time or times as the Board requires that in the period between the date of cessation and the Vesting Date they have not started or agreed to start employment with, or otherwise to provide services for which they are remunerated to, any other person;

¹	Rule 10.7 does not apply automatically, but only where the Board determines it is appropriate. This rule should be operated with caution.

10.7.2

make the delivery of any Shares to satisfy the Vesting of the Award conditional on the Participant giving the confirmation referred to in rule 10.7.1;

10.7.3

determine that the Award will lapse if:

(a)

the Participant does not give the confirmation referred to in rule 10.7.1; or

(b)

if the Board determines that in the period between the date of cessation and the Vesting Date the Participant has started or agreed to start employment with, or otherwise to provide services for which they are remunerated to, any other person.

11.

Corporate events

General offer and scheme of arrangement

11.1	Where any of the events described in rule 11.2 occurs then, subject to rule 11.6, all Unvested Awards will Vest or lapse in accordance with rule 11.5 at the time of such event.

11.2	The events referred to in rule 11.1 are:

11.2.1

any person (either alone or together with any person acting in concert with them):

(a)

obtaining Control of the Company as a result of making a general offer to acquire Shares; or

(b)

already having Control of the Company, making an offer to acquire all of the Shares other than those which are already owned by them,

and such offer becoming wholly unconditional; or

11.2.2

a compromise or arrangement in accordance with section 899 of the Companies Act 2006 for the purposes of a change of Control of the Company being sanctioned by the Court.

Winding up

11.3	On the passing of a resolution for the voluntary winding-up or the making of an order for the compulsory winding up of the Company the Board will determine whether Unvested Awards will Vest in accordance with rule 11.5 or lapse.

Other events

11.4

If the Company is or may be affected by any variation of share capital, a demerger, delisting, special dividend or other event that, in the opinion of the Board, may materially affect the current or future value of Shares, the Board may determine that any Unvested Award will Vest in accordance with rule 11.5 or lapse.

Vesting level

11.5	Unless the Board, in its discretion, determines otherwise the number of Shares in respect of which an Award Vests pursuant to rules 11.2, 11.3, or 11.4 will be determined by the Board taking into account:

11.5.1

the Performance Condition, which will be deemed to have been satisfied on target at the time of the relevant event unless the Board determines otherwise and subject to consideration of any other performance factors that the Board considers relevant;

11.5.2

whether it is appropriate to reduce (including by reducing to nil) the extent to which the Award would (but for this this rule 11.5.2) Vest, if it considers that rule 7.2.1, 7.2.2 or 7.2.3 applies, taking into account such factors as the Board considers relevant;

11.5.3

if a Participant no longer holds office or employment with a Group Member at the time of the relevant event, the proportion of the Performance Period that had elapsed at the date of their cessation of office or employment (unless the Board determines otherwise); and

11.5.4

if a Participant continues to hold office or employment with a Group Member at the time of the relevant event, the proportion of the Performance Period that has elapsed on the date of the relevant event,

and any part of the Award that does not Vest will lapse immediately.

Exchange

11.6	An Award will not Vest or lapse under this rule 11 but will be exchanged for a new award on terms set out in rule 11.7 if:

11.6.1

an offer to exchange the Award is made and accepted by a Participant;

11.6.2

there is an Internal Reorganisation, unless the Board determines otherwise; or

11.6.3

the Board decides (before the relevant event) that an Award will be exchanged.

11.7

If this rule 11.7 applies, the Award will be exchanged in consideration of the grant of a new award (the “New Award”) that, in the opinion of the Board, is equivalent to the Award, but relates to shares in a different company (whether the acquiring company or a different company). The rules of this Plan will be construed in relation to the New Award as if:

11.7.1

the New Award was an Award granted under the Plan at the same time as the Award;

11.7.2

references to the Performance Condition were references to any new performance condition to which the New Award is subject;

11.7.3

references to the Company were references to the company whose shares are subject to the New Award; and

11.7.4

references to Shares were references to shares that are the subject of the New Award.

Meaning of Board

11.8	Any reference to the Board in this rule 11 means the members of the Board immediately before the relevant event.

12.

Adjustments

12.1	The number of Shares subject to an Award and/or the Performance Condition or other condition may be adjusted in such manner as the Board determines, in the event of:

12.1.1

any variation of the share capital of the Company; or

12.1.2

a demerger, delisting, special dividend or other event that may, in the opinion of the Board, affect the current or future value of Shares.

13.

Amendments

13.1	Except as described in this rule 13, the Board may amend the rules of the Plan or the terms of any Award.

13.2	No amendment to the material disadvantage of existing rights of Participants (except in respect of a Performance Condition) will be made under rule 13.1 unless:

13.2.1

every Participant who may be affected has been invited to indicate whether or not they approve the amendment; and

13.2.2

the amendment is approved by a majority of those Participants who have so indicated.

13.3	No amendment will be made under this rule 13 if it would prevent the Plan from being an employees’ share scheme within the meaning of section 1166 of the Companies Act 2006.

13.4

The Board may establish further schedules to the Plan for overseas territories. Any such schedule will be similar to the Plan but may modify the Plan to take account of local tax, exchange control, securities laws or other local laws. Any Award granted and any Shares made available under any such schedule must be treated as counting against the limits set out in rule 5.

14.

Legal Entitlement

14.1	This rule 14 applies during a Participant’s employment with any Group Member and after the termination of such employment, whether or not the termination is lawful.

14.2

Nothing in the Plan or its operation forms part of the terms of employment of a Participant and the rights and obligations arising from a Participant’s employment with any Group Member are separate from, and are not affected by, their participation in the Plan. Participation in the Plan does not create any right to continued employment with a Group Member for any Participant.

14.3	The grant of any Award to a Participant does not create any right for that Participant to be granted any further Awards or to be granted Awards on any particular terms, including the number of Shares to which Awards relate.

14.4	By participating in the Plan, a Participant waives all rights to compensation for any loss in relation to the Plan, including:

14.4.1

any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of the Participant’s employment);

14.4.2

any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; and

14.4.3

the operation, suspension, termination or amendment of the Plan.

15.

General

15.1	The Plan will terminate upon the date stated in rule 2.6, or at any earlier time by the passing of a resolution by the Board. Termination of the Plan will be without prejudice to the existing rights of Participants.

15.2	Shares issued or transferred from treasury under the Plan will rank equally in all respects with the Shares then in issue, except that they will not rank for any voting, dividend or other rights attaching to Shares by reference to a record date preceding the date of issue or transfer from treasury.

15.3

The personal data of any Eligible Employee, Participant or former Participant may be processed in connection with the operation of the Plan in accordance with the Group’s prevailing data protection policy and as notified to Eligible Employees in accordance with the Data Protection Legislation. By participating in the Plan, a Participant consents (otherwise than for the purposes of the Data Protection Legislation) to the processing of their personal data in connection with the operation of the Plan.

15.4

The Plan will be administered by the Board. The Board will have full authority, consistent with the Plan, to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt regulations for administering the Plan. Decisions of the Board will be final and binding on all parties.

15.5

Any notice or other communication in connection with the Plan may be delivered personally or sent by electronic means or post, in the case of a company to its registered office (for the attention of the company secretary), and in the case of an individual to their last known address, or, where they are a director or employee of a Group Member, either to their last known address or to the address of the place of business at which they perform the whole or substantially the whole of the duties of their office or employment. Where a notice or other communication is given by post, it will be deemed to have been received 72 hours after it was put into the post properly addressed and stamped, and if by electronic means, when the sender receives electronic confirmation of delivery or if not available, 24 hours after sending the notice.

15.6	No benefits received under the Plan will be pensionable.

15.7	If any rule of the Plan or any term of an Award is held to be void but would be valid if part of its wording were deleted, such rule will apply with such deletion as may be necessary to make it valid.

15.8	No third party other than a Group Member will have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan (without prejudice to any right of a third party that exists other than under that Act).

15.9	The rules of the Plan will be governed by and construed in accordance with the laws of England and Wales. Any person referred to in the Plan submits to the exclusive jurisdiction of the Courts of England and Wales.

Schedule 1

Cash Awards

1.1.	The rules of the Abcam Growth Plan will apply to a right to receive a cash sum granted under this Schedule (a “Cash Award”), except as set out in this Schedule. Where there is any conflict between the rules of the Plan and this Schedule, the terms of this Schedule will prevail.

1.2.	Each Cash Award will relate to a certain number of notional Shares.

1.3.	On the Vesting of a Cash Award the Participant will be entitled to receive a cash sum equal to the market value (as determined by the Board) on the Vesting Date of the notional Shares in respect of which the Cash Award Vests.

1.4.	The cash sum payable under paragraph 1.3 above will be paid to the participant as soon as practicable after the Vesting of the Cash Award, net of any Tax Liability as may be required by law.

1.5.

Unless the Board determines otherwise on or before the Grant Date of a Cash Award, the Board may, at any time prior to the date on which the cash sum becomes payable under paragraph 1.3 above, determine that a Cash Award will be converted into an Award under the rules of the Plan over the same number of Shares as the number of notional Shares to which the Cash Award relates.

Schedule 2

US Participants – Awards which are compliant with S.409A

1.	The purpose of this Schedule 2 to the Abcam Growth Plan is to vary certain provisions of the Plan in their application to US Participants.

2.	This Schedule 2 applies to Awards which are either:

2.1.

granted to individuals who are US Participants on the Grant Date; or

2.2.

Participants who subsequently become US Participants whilst holding subsisting Awards.

3.	This Schedule 2 is intended to be compliant with section 409A and the Plan and this will be interpreted and administered consistently with it.

4.	Where there is any conflict between the rules of the Plan and this Schedule 2, the terms of this Schedule 2 will prevail.

1.	Definitions and Interpretation

1.1	Except as provided in this Schedule 2, words and phrases in this Schedule 2 will have the same meaning as in the rules of the Plan. In this Schedule 2, the words and expressions below have the following meaning:

“Award Certificate” means a certificate which sets out the terms of an Award;

“Code” means the US Internal Revenue Code of 1986, as amended from time to time;

“Normal Vesting Date” means the date on which an Award will normally Vest, and the Vested Shares issued or transferred to the Participant (as applicable), determined by the Board on or before the Grant Date, as specified in the deed of grant;

“US Schedule” means this Schedule 2 to the Plan;

“section 409A” means section 409A of the Code;

“US Participant” means a Participant who is subject to a US Tax Liability;

“US Tax Liability” means any US tax or social security contributions liability in connection with an Award for which the participant is liable.

2.	Application to the rules of the Plan

2.1	The rules of the Plan will apply to Awards which are subject to this Schedule 2, save as those rules are amended by this Schedule 2.

3.	Grant of Awards

3.1	The following words will be added to rule 2.1 following the words “An Award may be subject to such additional terms as the Board may determine”:

“, provided that such additional terms are consistent with the requirements of section 409A.”

3.2	The following new rule will apply in substitution for rule 2.4:

“2.4

3.3	If a Participant to whom an Award has been granted becomes subject to a US Tax Liability in connection with the Award after the Grant Date and before the Shares are delivered to the Participant, the Award will be subject to the rules of the Plan as varied by this Schedule 2.

4.	Vesting and Settlement

4.1	A reference to rule 7.4A will be inserted into rule 7.4 between “rules” and “8”, such that it begins, “subject to rules 7.4A, 8, 10 and 11 …”

4.2	The following new rule 7.4A will be added after rule 7.4:

“7.4A

The Vesting of an Award and the issue or transfer of Shares to the Participant (as applicable) may not be delayed under rule 7.4 beyond the later of: (i) 31 December of the year in which the Normal Vesting Date occurred; or (ii) the 15^th day of the third month following the Normal Vesting Date.”

4.3	The following words will be added to the end of rule 7.5:

“(and in any event by no later than (i) 31 December of the year in which the Normal Vesting Date occurred; or (ii) the 15^th day of the third month following the Normal Vesting Date.”

4.4	Rule 7.6 will not apply to any Awards granted subject to this Schedule 2.

4.5	The following new rule 7.8 will be added to rule 7:

“7.8

Where Shares to be delivered in respect of an Award subject to this Schedule 2 are delivered via the Trustee:

7.8.1

the Participant will not have any interest in those Shares until they have been delivered to the Participant in accordance with the rules of the Plan;

7.8.2

the Participant will not have any interest in any trust in which the Shares are held; and

7.8.3

the Trustee will not allocate any Shares or other trust assets in favour of the Participant until the Shares have been delivered to the Participant in accordance with the rules of the Plan.”

5.	Taxation and Regulatory Issues

5.1	The following new rule 8.2A will be added to rule 8:

“8.2A

The Vesting of an Award, or delivery of Shares, will only be delayed to the extent that the delay would not result in a violation of section 409A.”

6.	Cash Equivalent

6.1	The following rule 9.1 will apply in substitution for rule 9.1:

“9.1

Subject to rule 9.2, at any time prior to the date on which Shares have been delivered to a Participant to satisfy an Award, the Board may determine that, in substitution for their right to acquire some or all of the Shares to which their Award relates, the Participant will instead receive a cash sum equal to the market value (as determined by the Board) on the Vesting Date of the Shares that would otherwise have been delivered. Any such cash sum will be paid to the Participant on the date on which the relevant Shares would have otherwise been delivered pursuant to rule 7, net of any Tax Liability.

7.	Cessation of Employment

Cessation of employment before the Normal Vesting Date

7.1	The following rule 10.2 will apply in substitution for rule 10.2:

“If a Participant ceases to hold office or employment with a Group Member before the Normal Vesting Date of an Award as a result of:

10.2.1

ill-health, injury or disability as established to the satisfaction of the Board;

10.2.2

retirement (subject to the agreement of the Participant’s employer);

10.2.3

redundancy within the meaning of the Employment Rights Act 1996;

10.2.4

the Participant’s employing company ceasing to be a Group Member or the transfer of an undertaking or part of an undertaking to a person who is not a Group Member; or

10.2.5

any other reason at the Board’s discretion (other than where a Participant’s employment is terminated for gross misconduct, in which case the Award will lapse on the date of such cessation),

then that Unvested Award will continue and, subject to rules 10.7 and 11, will Vest on the Normal Vesting Date in respect of a number of Shares determined in accordance with rule 10.5 but only as permitted in this Schedule 2 in compliance with s.409A.”

7.2	Rule 10.3 will not apply to any Awards granted subject to this Schedule 2.

7.3	The following new rule 10.4 will apply in substitution for rule 10.4:

“10.4

If a Participant ceases to hold office or employment with a Group Member on account of their death that Unvested Award will Vest in full as soon as reasonably practicable following the date of cessation of office or employment (and in any event by no later than 31 December of the year following the year in which the Participant dies, whichever is the earlier).”

Leavers – post-cessation change in circumstances

7.4	The following words will be added to the end of rule 10.7.2:

“(but the delivery will not be delayed beyond (i) 31 December of the year in which the Normal Vesting Date occurred; or (ii) the 15^th day of the third month following the Normal Vesting Date.)”

8.	Corporate Events

8.1	The following new rule 11.1A will be added to rule 11:

“11.1A

Where the Board determines that an Award will Vest pursuant to rule 11.1, the determination under rule 11.5 will be made such that the delivery of Shares will be completed by (i) 31 December of the year in which the event occurs; or (ii) the 15^th day of the third month following the occurrence of the event and will be completed only to the extent that it would not result in a violation of section 409A.”

8.2	The following words will be added to the end of rule 11.211.2:

“, provided any such event is a change of ownership or effective control, as provided in section 409A(a)(2)(A)(v) of the Code”.

8.3	The following new rule 11.4A will be added to rule 11:

“11.4A

Where the Board determines that an Award will Vest pursuant to rules 11.3 or 11.4, the determination will be made such that the delivery of Shares will be completed only to the extent that it would not result in a violation of section 409A.”

8.4	The following new rule 11.7A will be added to rule 11:

“11.7A

Any exchange of Award under rule 11.7 will be effective only to the extent that it would not result in a violation of section 409A, including that any exchange will not affect the time that cash or Shares would, but for rule 11.7, be delivered in satisfaction of an Award.”

9.	Amendments

9.1	The following new rule 13.5 will be added to rule 13:

“13.5

Any amendment made under this rule 13 will only be effective to the extent that the amended Award continues to satisfy the requirements of section 409A.”

10.

Cash Awards

10.1	The following paragraph will apply in substitution for paragraph 1.4 of Schedule 1:

“1.4

The cash sum payable under paragraph 1.3 above will be paid to the Participant on the date on which the relevant Shares would have otherwise been delivered pursuant to rule 7, net of any Tax Liability.”

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Abcam plc

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount
Registered⁽¹⁾

Proposed maximum
Offering Price Per
Unit⁽³⁾

Maximum
Aggregate
Offering Price

Fee Rate

Amount of
Registration Fee

Equity

Ordinary shares, nominal value £0.002 per share

Rule 457(c) and Rule 457(h)

3,500,000⁽²⁾

$17.71

$61,985,000.00

$0.0000927

$5,746.01

Total Offering Amounts

$5,746.01

Total Fee Offsets

–

Net Fee Due

$5,746.01

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an indeterminate number of additional ordinary shares, nominal value £0.002 per share (“Ordinary Shares”), of Abcam plc (the “Registrant”) that may from time to time be offered or issued pursuant to the Abcam plc Growth Plan (the “Plan”) by reason of any share split, share dividend, recapitalization or other similar transaction.

(2)

Consists of 3,500,000 Ordinary Shares that may be issued under the Plan pursuant to its terms. These shares may be represented by the Registrant’s American Depositary Shares (“ADSs”), each of which represents one Ordinary Share. The Registrant’s ADSs issuable upon deposit of the Ordinary Shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-249526).

(3)

Estimated in accordance Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Ordinary Shares of £13.43, as reported on AIM, a market of the London Stock Exchange, on March 24, 2022 and converted to $17.71 at the noon buying rate of the Federal Reserve Bank of New York of £1.00 to $1.3183 on March 24, 2022.