SEC Form 6-K filed by NuCana plc

As an ordinary resolution, that, in accordance with section 618 of the Companies Act 2006 (the “Act”) and subject to the passing of Resolution 3 below, each of the 151,923,897 ordinary shares of £0.04 each in the issued share capital of the Company be and is sub-divided into and redesignated as (i) 1 ordinary share of £0.0004, having the same rights and being subject to the same restrictions (except as to nominal value) as the existing ordinary shares in the capital of the Company, as set out in the Company’s articles of association from time to time and (ii) 99 deferred shares of £0.0004 each, having the rights and being subject to the restrictions set out in the Company’s articles of association (to be adopted pursuant to Resolution 3 below and thereafter as amended and adopted from time to time), such that, following the passing of this resolution, the Company’s issued share capital shall be comprised of 151,923,897 ordinary shares and 15,040,465,803 deferred shares, in each case, of £0.0004 each.

As an ordinary resolution, that, subject to the passing of Resolution 1, the Board of Directors of the Company (the “Directors”) be generally and unconditionally authorized pursuant to Section 551 of the Act to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £20,000,000. This authority shall, unless previously renewed, revoked or varied by the Company in general meeting, expire on June 30, 2026 or, if earlier, the conclusion of the annual general meeting of the Company to be held in 2026, save that the Company may, at any time before such expiry, make any offer or agreement which would or might require rights to subscribe for or to convert securities into shares to be granted or equity securities to be allotted after the authority expires, and the Directors may allot shares or grant such rights in pursuance of such offer or agreement as if the authority had not expired. This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot shares or grant rights to subscribe for or convert securities into shares but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

As a special resolution, that, subject to the passing of Resolution 1, the new articles of association of the Company in the form annexed to these resolutions be adopted as the articles of association of the Company in substitution for, and to the entire exclusion of, the existing articles of association of the Company.

As a special resolution, that, subject to the passing of Resolution 2, the Directors be empowered pursuant to Section 570 of the Act to allot equity securities (as defined in Section 560(1) of the Act) for cash under the authority given by that resolution as if Section 561(1) of the Act did not apply to any such allotment, provided that such authority shall be limited to the allotment of equity securities up to a nominal amount of £20,000,000, such authority to expire on June 30, 2026 or, if earlier, the conclusion of the annual general meeting of the Company to be held in 2026, but prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the authority expires and the Directors may allot equity securities under any such offer or agreement as if the authority had not expired.

Description