Item 15. |
Additional Information. |
(c) Other Material Information
Item 15(c) is hereby
amended and supplemented as follows:
On February 12, 2024, at a meeting of the Scheme Shareholders convened by the High Court of Justice of England
and Wales (the “Court”), the Scheme Shareholders voted in favor of the resolution to approve the Scheme. At a general meeting of the Company’s shareholders, the Company’s shareholders voted in favor of the resolution to
approve the implementation of the Scheme, including amending the articles of association of the Company in connection with the Scheme and giving the Company’s directors authority to take all necessary action to carry the Scheme into effect.
Later on that same date, the Company and Syncona issued a joint press release announcing such approvals by the shareholders, a copy of which is attached as Exhibit (a)(5)(2) hereto.
On February 19, 2024, the Court issued a court order sanctioning the Scheme (the “Court Order”). On February 20, 2024, the Court
Order (together with a copy of the Scheme Circular) has been delivered to the Registrar of Companies in England and Wales, upon which the Scheme has become effective in accordance with its terms (the “Effective Date”). Later on that
same date, the Company and Syncona issued a joint press release announcing that the Scheme became effective, a copy of which is attached as Exhibit (a)(5)(3) hereto.
In accordance with the terms of the Scheme, all of the Scheme Shares will be transferred to Bidco (and/or its nominees), in consideration for which each
holder of Scheme Shares whose name appears in the register of members of the Company at the Scheme Record Time will receive $0.433333 in cash per Scheme Share (equivalent to $6.50 in cash per ADS) held by such holder at the Scheme Record Time.
In addition, following the sanction of the Scheme by the Court, (i) Awards granted under the Freeline Equity Incentive Plan, Freeline Equity Inducement
Plan and Freeline Share Option Plan were, in accordance with the rules of the applicable Freeline Share Plan (from time to time), cancelled in consideration for a cash payment (payable by Freeline in the next practicable payroll following the
Effective Date) equal in value to the Consideration that the relevant holder would have received in respect of the Acquisition had their Awards fully vested and been settled in ordinary shares of the Company and subsequently transferred to Bidco in
accordance with the Scheme (net of any option exercise price and applicable income tax and social security contributions for which any Freeline Group company is required to withhold and account for to the relevant tax authority), and any such Award
which, immediately before the hearing of the Court to sanction the Scheme had an exercise price which exceeded or was equal to the Consideration payable under the Scheme (being $0.433333 per Scheme Share, equivalent to $6.50 in cash per ADS),
was cancelled by the Company for nil consideration; (iii) the ordinary shares of the Company held under the terms of the Freeline ESPP were subject to the Scheme on the same terms as all other Scheme Shares; and (iv) all Employee Shares,
whether or not they remained subject to the vesting arrangements under the IPO Vesting Agreement immediately prior to the sanction of the Scheme by the Court, were deemed fully vested upon the sanction of the Scheme by the Court and were subject to
the Scheme on the same terms as all other Scheme Shares.
In connection with the Scheme becoming effective, Julia Gregory, Martin Andrews, Jeffrey
Chodakewitz, Colin Love and Paul Schneider have each tendered their resignations and stepped down from the Company’s board of directors with effect from the Effective Date.
As a result of the Scheme, the ADSs ceased to trade on the Nasdaq Capital Market (“Nasdaq”) prior to market open of trading on
February 20, 2024, and the Company will become a private company beneficially owned by the Syncona Group. The Company requested that Nasdaq file an application on Form 25 with the SEC to withdraw registration of the ADSs under the Exchange Act.
The deregistration will become effective 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. In addition, the Company intends to suspend its reporting obligations under the Exchange Act by filing a
certification and notice on Form 15 with the SEC. The Company’s reporting obligations under the Exchange Act will be suspended immediately as of the filing date of Form 15 and will terminate once the deregistration becomes effective.
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