SEC Form SC 13D filed by Abcam plc
| UNITED STATES | |
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D | |
|
Under the Securities Exchange Act of 1934 (Amendment No. )* | |
|
Abcam plc | |
| (Name of Issuer) | |
|
Ordinary shares, nominal value £0.002 per share | |
| (Title of Class of Securities) | |
|
000380204** | |
| (CUSIP Number) | |
|
Jon L. Mosle HBK Investments L.P. | |
|
2300 North Field Street, Suite 2200 Dallas, Texas 75201 (214) 758-6107 | |
| Eleazer Klein, Esq. | |
| Adriana Schwartz, Esq. | |
| Schulte Roth & Zabel LLP | |
| 919 Third Avenue | |
| New York, NY 10022 | |
|
(212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
October 12, 2023 | |
| (Date of Event which Requires Filing of this Schedule) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Page 1 of 22 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
** There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 000380204 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on The NASDAQ Global Select Market under the symbol “ABCM.” Each ADS represents 1 Ordinary Share.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 000380204 | SCHEDULE 13D | Page 2 of 22 Pages |
| 1 |
NAME OF REPORTING PERSON HBK Investments L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(c) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER - 0 - | ||
| 8 |
SHARED VOTING POWER 17,270,000 ordinary shares (represented by 17,270,000 ADSs) | |||
| 9 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 10 |
SHARED DISPOSITIVE POWER 17,270,000 ordinary shares (represented by 17,270,000 ADSs) | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 17,270,000 ordinary shares (represented by 17,270,000 ADSs) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% | |||
| 14 |
TYPE OF REPORTING PERSON IA, PN | |||
| CUSIP No. 000380204 | SCHEDULE 13D | Page 3 of 22 Pages |
| 1 |
NAME OF REPORTING PERSON HBK Services LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(c) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER - 0 - | ||
| 8 |
SHARED VOTING POWER 17,270,000 ordinary shares (represented by 17,270,000 ADSs) | |||
| 9 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 10 |
SHARED DISPOSITIVE POWER 17,270,000 ordinary shares (represented by 17,270,000 ADSs) | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 17,270,000 ordinary shares (represented by 17,270,000 ADSs) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% | |||
| 14 |
TYPE OF REPORTING PERSON IA, OO | |||
| CUSIP No. 000380204 | SCHEDULE 13D | Page 4 of 22 Pages |
| 1 |
NAME OF REPORTING PERSON HBK Management LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(c) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER - 0 - | ||
| 8 |
SHARED VOTING POWER 17,270,000 ordinary shares (represented by 17,270,000 ADSs) | |||
| 9 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 10 |
SHARED DISPOSITIVE POWER 17,270,000 ordinary shares (represented by 17,270,000 ADSs) | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 17,270,000 ordinary shares (represented by 17,270,000 ADSs) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% | |||
| 14 |
TYPE OF REPORTING PERSON HC, OO | |||
| CUSIP No. 000380204 | SCHEDULE 13D | Page 5 of 22 Pages |
| 1 |
NAME OF REPORTING PERSON HBK Capital Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(c) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER - 0 - | ||
| 8 |
SHARED VOTING POWER 17,270,000 ordinary shares (represented by 17,270,000 ADSs) | |||
| 9 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 10 |
SHARED DISPOSITIVE POWER 17,270,000 ordinary shares (represented by 17,270,000 ADSs) | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 17,270,000 ordinary shares (represented by 17,270,000 ADSs) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% | |||
| 14 |
TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 000380204 | SCHEDULE 13D | Page 6 of 22 Pages |
| 1 |
NAME OF REPORTING PERSON HBK Master Fund L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(c) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER - 0 - | ||
| 8 |
SHARED VOTING POWER 7,998,329 ordinary shares (represented by 7,998,329 ADSs) | |||
| 9 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 10 |
SHARED DISPOSITIVE POWER 7,998,329 ordinary shares (represented by 7,998,329 ADSs) | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,998,329 ordinary shares (represented by 7,998,329 ADSs) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% | |||
| 14 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 000380204 | SCHEDULE 13D | Page 7 of 22 Pages |
| 1 |
NAME OF REPORTING PERSON HBK Merger Strategies Master Fund L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(c) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER - 0 - | ||
| 8 |
SHARED VOTING POWER 9,271,671 ordinary shares (represented by 9,271,671 ADSs) | |||
| 9 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 10 |
SHARED DISPOSITIVE POWER 9,271,671 ordinary shares (represented by 9,271,671 ADSs) | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 9,271,671 ordinary shares (represented by 9,271,671 ADSs) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.0% | |||
| 14 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 000380204 | SCHEDULE 13D | Page 8 of 22 Pages |
| Item 1. | SECURITY AND ISSUER |
| This statement on Schedule 13D (the “Schedule 13D”) relates to the ordinary shares, par value £0.002 per share (the “Ordinary Shares”), of Abcam plc, a corporation incorporated under the laws of the United Kingdom (the “Issuer”). The principal executive offices of the Issuer are located at Discovery Drive, Cambridge Biomedical Campus, Cambridge, CB2 0AX, United Kingdom. |
| Item 2. | IDENTITY AND BACKGROUND. |
| (a) | This Schedule 13D is being filed by: (i) HBK Investments L.P., a Delaware limited partnership (“HBK Investments”); (ii) HBK Services LLC, a Delaware limited liability company (“HBK Services”); (iii) HBK Management LLC, a Delaware limited liability company (“HBK Management”); (iv) HBK Capital Ltd., a Cayman Islands exempted company (“HBK Capital”); (v) HBK Master Fund L.P., a Cayman Islands exempted limited partnership (“HBK Master”); and (vi) HBK Merger Strategies Master Fund L.P., a Cayman Islands exempted limited partnership (“HBK Merger”, and together with HBK Investments, HBK Services, HBK Management, HBK Capital and HBK Master, the “Reporting Persons”). |
| The Reporting Persons are making a single, joint filing on Schedule 13D. The agreement among the Reporting Persons to file jointly (the “Joint Filing Agreement”) is attached hereto as Exhibit 99.1. Each Reporting Person disclaims beneficial ownership of all ADSs representing the Ordinary Shares, other than those reported herein as being owned by it. |
|
HBK Master is the holder of the ADSs representing Ordinary Shares listed on its cover page hereto. HBK Capital serves as the general partner of HBK Master. HBK Master and HBK Capital have delegated to HBK Investments discretion to vote and dispose of the ADSs held by HBK Master. |
| HBK Merger is the holder of the ADSs representing Ordinary Shares listed on its cover page hereto. HBK Capital serves as the general partner of HBK Merger. HBK Merger and HBK Capital have delegated to HBK Investments discretion to vote and dispose of the ADSs held by HBK Merger. |
| HBK Management serves as the general partner of HBK Investments. |
| HBK Investments has delegated discretion to vote and dispose of the ADSs held by HBK Master and HBK Merger to HBK Services. HBK Services may, from time to time, delegate investment discretion to vote and dispose of certain ADSs held by HBK Master or HBK Merger to HBK New York LLC, a Delaware limited liability company, HBK Virginia LLC, a Delaware limited liability company or HBK Europe Management LLP, a limited liability partnership organized under the laws of the United Kingdom (collectively, the “Subadvisors”). Each of HBK Services and the Subadvisors is under common control with HBK Investments. The Subadvisors do not own any ADSs or Ordinary Shares directly and disclaim beneficial ownership of the Ordinary Shares represented by ADSs held by HBK Master and HBK Merger. |
| CUSIP No. 000380204 | SCHEDULE 13D | Page 9 of 22 Pages |
|
Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is or was, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any Ordinary Shares. The Subadvisors declare that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that they are or were, for the purposes of Section 13(d) or 13(g) of the Act, beneficial owners of any Ordinary Shares. |
| (b) | The principal business address of each of the Reporting Persons is 2300 North Field Street, Suite 2200, Dallas, Texas 75201. |
| (c) | HBK Master and HBK Merger are private investment funds. HBK Investments is an investment management firm that provides investment management services to private investment funds. HBK Services is an investment management firm. HBK Capital Management Group L.P., a Delaware limited partnership (“HBK Capital Group”), is the sole member of HBK Services. HBK Management is the general partner of HBK Investments and HBK Capital Group. HBK Capital serves as the general partner of HBK Master and HBK Merger. |
| (d) | No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) |
HBK Investments is a Delaware limited partnership. HBK Services is a Delaware limited liability company. HBK Management is a Delaware limited liability company. HBK Capital is a Cayman Islands exempted company. HBK Master and HBK Merger are Cayman Islands exempted limited partnerships.
Schedule A attached hereto sets forth the information required by Instruction C of the instructions to Schedule 13D. |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
| The ADSs representing the Ordinary Shares reported herein are held by HBK Master and HBK Merger. Funds to purchase the ADSs were derived from general working capital and margin account borrowings made in the ordinary course of business as and when required to open or carry positions in the margin account, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin account may from time to time have debit balances. Since other securities are held in the margin account, it is not possible to determine the amounts, if any, of margin used to purchase the ADSs representing the Ordinary Shares reported herein. A total of approximately $391,905,897 was paid to acquire the ADSs representing the Ordinary Shares reported herein. |
| CUSIP No. 000380204 | SCHEDULE 13D | Page 10 of 22 Pages |
| Item 4. | PURPOSE OF TRANSACTION. |
|
Each of HBK Master and HBK Merger acquired the ADSs reported herein for investment purposes in the ordinary course of its business, pursuant to investment strategies, including merger arbitrage and event driven strategies, because the Reporting Persons believed, among other things, that the ADSs, when purchased, represented an attractive investment opportunity. The Reporting Persons intend to vote in favor of the proposed sale of the Issuer to Danaher Corporation for $24.00 per share in cash (the “Proposed Transaction”). The Reporting Persons believe that the Proposed Transaction was achieved as a result of a rigorous process undertaken by the board of directors of the Issuer and that a vote failure would create significant risks for the business going forward. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. While the Reporting Persons have no current intention to do so, depending on future events or circumstances, the Reporting Persons could in the future engage in discussions with management, the board of directors, other shareholders of the Issuer and other relevant parties concerning the business, operations, management, governance, strategy and future plans of the Issuer, including the Proposed Transaction. Depending on various factors including, without limitation, the terms and status of the Proposed Transaction and any developments related thereto, the Issuer’s financial position and strategic direction, actions taken by the board of directors, price levels of the ADSs, other investment opportunities available to the Reporting Persons, conditions in the securities markets and general economic, geopolitical and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, (i) increasing or decreasing their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the ADSs or Ordinary Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, and/or (ii) entering into transactions that increase or hedge their economic exposure to the ADSs and/or Ordinary Shares without affecting their beneficial ownership of the Ordinary Shares. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their intentions and/or formulate plans or proposals with respect to their investment in the Issuer, including as related to the Proposed Transaction. Except as set forth herein or as would occur upon completion of any of the actions discussed herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. |
| Item 5. | INTEREST IN SECURITIES OF THE COMPANY. |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Ordinary Shares and percentages of the Ordinary Shares beneficially owned by each Reporting Person. The aggregate percentage of Ordinary Shares reported to be beneficially owned by each Reporting Person is based upon 230,151,118 Ordinary Shares outstanding as of October 2, 2023, as reported in Exhibit 99.2 to the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on October 5, 2023. |
| CUSIP No. 000380204 | SCHEDULE 13D | Page 11 of 22 Pages |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Ordinary Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | Information concerning transactions in the ADSs by the Reporting Persons during the past sixty (60) days is set forth in Schedule B hereto. No Reporting Person has transacted directly in the Ordinary Shares during the past sixty (60) days. |
| (d) | No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ADSs held by HBK Master and HBK Merger. |
| (e) | Not applicable. |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
| Except for the Joint Filing Agreement, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer. |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS. |
| Exhibit 99.1 | Joint Filing Agreement. |
| CUSIP No. 000380204 | SCHEDULE 13D | Page 12 of 22 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 16, 2023
| HBK INVESTMENTS L.P. | ||
| By: | /s/ Jon L. Mosle | |
| Name: Jon L. Mosle | ||
| Title: Authorized Signatory | ||
| HBK Services LLC | ||
| By: | /s/ Jon L. Mosle | |
| Name: Jon L. Mosle | ||
| Title: Authorized Signatory | ||
| HBK MANAGEMENT LLC | ||
| By: | /s/ Jon L. Mosle | |
| Name: Jon L. Mosle | ||
| Title: Authorized Signatory | ||
| HBK CAPITAL LTD. | ||
| By: | /s/ Jon L. Mosle | |
| Name: Jon L. Mosle | ||
| Title: Authorized Signatory | ||
| HBK MASTER FUND L.P. | ||
| By: | HBK Services LLC, its investment advisor | |
| By: | /s/ Jon L. Mosle | |
| Name: Jon L. Mosle | ||
| Title: Authorized Signatory | ||
| HBK MERGER STRATEGIES MASTER FUND L.P. | ||
| By: | HBK Services LLC, its investment advisor | |
| By: | /s/ Jon L. Mosle | |
| Name: Jon L. Mosle | ||
| Title: Authorized Signatory | ||
| CUSIP No. 000380204 | SCHEDULE 13D | Page 13 of 22 Pages |
Schedule A
GENERAL PARTNERS, CONTROL PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS
The following sets forth the name, position, address, principal occupation and citizenship of each general partner, control person, director and/or executive officer of the applicable Reporting Persons (the “Instruction C Persons”). To the best of the Reporting Persons’ knowledge, (i) none of the Instruction C Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws and (ii) none of the Instruction C Persons beneficially owns any Ordinary Shares or is party to any contract or agreement as would require disclosure in this Schedule 13D.
REPORTING PERSON: HBK MANAGEMENT LLC AND HBK CAPITAL LTD.
Jamiel A. Akhtar (“Mr. Akhtar”) is a member of HBK Management and serves as a director of HBK Capital. His business address is c/o HBK Investments L.P., 2300 North Field Street, Suite 2200, Dallas, Texas 75201. His principal occupation is acting as Managing Director and Co-Chief Investment Officer of HBK Investments. Mr. Akhtar is a United States citizen.
Jon L. Mosle (“Mr. Mosle”) is a member of HBK Management and serves as a director of HBK Capital. His business address is c/o HBK Investments L.P., 2300 North Field Street, Suite 2200, Dallas, Texas 75201. His principal occupation is acting as Managing Director and President of HBK Investments. Mr. Mosle is a United States citizen.
Matthew F. Luth (“Mr. Luth”) is a member of HBK Management and serves as a director of HBK Capital. His business address is c/o HBK Investments L.P., 2300 North Field Street, Suite 2200, Dallas, Texas 75201. His principal occupation is acting as Managing Director and Co-Chief Investment Officer of HBK Investments. Mr. Luth is a United States citizen.
| CUSIP No. 000380204 | SCHEDULE 13D | Page 14 of 22 Pages |
Schedule B
Transactions in the ADSs of the Issuer by the Reporting Persons During the Past Sixty (60) Days
The following table sets forth all transactions in the ADSs effected during the past sixty (60) days by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per ADS excludes commissions.
HBK Master
| Trade Date |
ADSs Purchased (Sold) |
Price Per ADS ($) |
| 8/28/2023 | 41,148 | 22.638900 |
| 8/28/2023 | 279,404 | 22.598600 |
| 8/28/2023 | 23,284 | 22.615000 |
| 8/28/2023 | 69,851 | 22.604500 |
| 8/28/2023 | 46,568 | 22.595000 |
| 8/28/2023 | 23,284 | 22.600000 |
| 8/28/2023 | 46,568 | 22.607500 |
| 8/28/2023 | 23,284 | 22.629400 |
| 8/28/2023 | 46,567 | 22.542500 |
| 8/28/2023 | 81,493 | 22.518100 |
| 8/28/2023 | 93,133 | 22.449400 |
| 8/28/2023 | 69,851 | 22.450100 |
| 8/28/2023 | 81,492 | 22.452000 |
| 8/29/2023 | 271,283 | 22.502400 |
| 8/29/2023 | 128,740 | 22.626100 |
| 8/29/2023 | 16,732 | 22.509800 |
| 8/29/2023 | 23,148 | 22.485000 |
| 8/29/2023 | 277,778 | 22.653200 |
| CUSIP No. 000380204 | SCHEDULE 13D | Page 15 of 22 Pages |
| Trade Date | ADSs Purchased (Sold) |
Price Per ADS ($) |
| 8/29/2023 | 57,870 | 22.634400 |
| 8/29/2023 | 46,296 | 22.642300 |
| 8/29/2023 | 208,331 | 22.658700 |
| 8/29/2023 | 23,060 | 22.678300 |
| 8/29/2023 | 46,296 | 22.660000 |
| 8/29/2023 | 92,592 | 22.667600 |
| 8/29/2023 | 46,296 | 22.635000 |
| 8/29/2023 | 46,296 | 22.632500 |
| 8/29/2023 | 34,722 | 22.612300 |
| 8/29/2023 | 23,148 | 22.619000 |
| 8/29/2023 | 11,574 | 22.600000 |
| 8/29/2023 | 81,018 | 22.671200 |
| 8/29/2023 | 11,574 | 22.659600 |
| 8/29/2023 | 23,148 | 22.674500 |
| 8/29/2023 | 11,574 | 22.705500 |
| 8/29/2023 | 138,891 | 22.684300 |
| 8/30/2023 | 104,167 | 22.604100 |
| 8/30/2023 | 52,057 | 22.646500 |
| 8/30/2023 | 273,037 | 22.500000 |
| 8/30/2023 | 79,999 | 22.631700 |
| 8/30/2023 | 115,740 | 22.609400 |
| 8/30/2023 | 46,298 | 22.592500 |
| 8/30/2023 | 23,149 | 22.621500 |
| 8/31/2023 | 69,444 | 22.603000 |
| CUSIP No. 000380204 | SCHEDULE 13D | Page 16 of 22 Pages |
| Trade Date | ADSs Purchased (Sold)
|
Price Per ADS ($) |
| 8/31/2023 | 75,997 | 22.600000 |
| 8/31/2023 | 76,657 | 22.599900 |
| 9/1/2023 | 46 | 22.630000 |
| 9/5/2023 | 11,651 | 22.819900 |
| 9/5/2023 | 34,722 | 22.863300 |
| 9/5/2023 | 23,148 | 22.817800 |
| 9/5/2023 | 4,630 | 22.860700 |
| 9/5/2023 | 4,630 | 22.859100 |
| 9/5/2023 | 23,906 | 22.890300 |
| 9/5/2023 | 23,148 | 22.850000 |
| 9/6/2023 | 59,427 | 22.847200 |
| 9/6/2023 | 46,296 | 22.816100 |
| 9/6/2023 | 111,216 | 22.763400 |
| 9/6/2023 | 23,148 | 22.849900 |
| 9/6/2023 | 46,296 | 22.820200 |
| 9/6/2023 | 23,148 | 22.789000 |
| 9/6/2023 | 34,722 | 22.790600 |
| 9/6/2023 | 9,259 | 22.830000 |
| 9/7/2023 | 16,098 | 22.850000 |
| 9/7/2023 | 46,296 | 22.869600 |
| 9/7/2023 | 57,870 | 22.879500 |
| 9/7/2023 | 69,444 | 22.871600 |
| 9/7/2023 | 23,148 | 22.859400 |
| 9/7/2023 | 46,296 | 22.865000 |
| CUSIP No. 000380204 | SCHEDULE 13D | Page 17 of 22 Pages |
| Trade Date | ADSs Purchased (Sold) |
Price Per ADS ($) |
| 9/7/2023 | 23,148 | 22.850000 |
| 9/7/2023 | 34,722 | 22.860300 |
| 9/7/2023 | 23,148 | 22.862800 |
| 9/7/2023 | 7,453 | 22.830000 |
| 9/8/2023 | 15,696 | 22.860000 |
| 9/11/2023 | 23,149 | 22.800000 |
| 9/11/2023 | 72,141 | 22.770900 |
| 9/11/2023 | 127,348 | 22.784700 |
| 9/11/2023 | 20,833 | 22.801700 |
| 9/11/2023 | 11,574 | 22.789400 |
| 9/12/2023 | 13,476 | 22.750000 |
| 9/12/2023 | 23,149 | 22.730200 |
| 9/12/2023 | 23,149 | 22.734800 |
| 9/12/2023 | 9,260 | 22.717400 |
| 9/12/2023 | 95,321 | 22.750000 |
| 9/13/2023 | 11,160 | 22.720000 |
| 9/13/2023 | 46,296 | 22.691600 |
| 9/13/2023 | 1,407 | 22.700000 |
| 9/13/2023 | 847 | 22.710000 |
| 9/15/2023 | 23,148 | 22.670000 |
| 9/15/2023 | 20,893 | 22.660700 |
| 9/15/2023 | 32,407 | 22.652500 |
| 9/15/2023 | 115,742 | 22.650000 |
| CUSIP No. 000380204 | SCHEDULE 13D | Page 18 of 22 Pages |
| Trade Date | ADSs Purchased (Sold) |
Price Per ADS ($) |
| 9/18/2023 | 23,148 | 22.640000 |
| 9/18/2023 | 36,162 | 22.645800 |
| 9/18/2023 | 11,574 | 22.654000 |
| 9/18/2023 | 57,870 | 22.650000 |
| 9/19/2023 | 10,136 | 22.639700 |
| 10/4/2023 | 23,148 | 22.798800 |
| 10/5/2023 | 69,444 | 22.829900 |
| 10/6/2023 | 23,148 | 22.706100 |
| 10/12/2023 | 144,907 | 22.741800 |
| 10/12/2023 | 1,094,907 | 22.741800 |
| 10/12/2023 | 46,296 | 22.709000 |
| 10/13/2023 | 69,444 | 22.700000 |
| 10/13/2023 | 32,407 | 22.730000 |
| 10/13/2023 | 23,148 | 22.690000 |
| 10/13/2023 | 1,500,646 | 22.710000 |
HBK Merger
| Trade Date |
ADSs Purchased (Sold) |
Price Per ADS ($) |
| 8/28/2023 | 58,852 | 22.638900 |
| 8/28/2023 | 320,596 | 22.598600 |
| 8/28/2023 | 26,716 | 22.615000 |
| 8/28/2023 | 80,149 | 22.604500 |
| 8/28/2023 | 53,432 | 22.595000 |
| 8/28/2023 | 26,716 | 22.600000 |
| 8/28/2023 | 53,432 | 22.607500 |
| 8/28/2023 | 26,716 | 22.629400 |
| 8/28/2023 | 53,433 | 22.542500 |
| 8/28/2023 | 93,507 | 22.518100 |
| 8/28/2023 | 106,867 | 22.449400 |
| 8/28/2023 | 80,149 | 22.450100 |
| CUSIP No. 000380204 | SCHEDULE 13D | Page 19 of 22 Pages |
| Trade Date | ADSs Purchased (Sold) |
Price Per ADS ($) |
| 8/28/2023 | 93,508 | 22.452000 |
| 8/29/2023 | 314,687 | 22.502400 |
| 8/29/2023 | 149,339 | 22.626100 |
| 8/29/2023 | 19,409 | 22.509800 |
| 8/29/2023 | 26,852 | 22.485000 |
| 8/29/2023 | 322,222 | 22.653200 |
| 8/29/2023 | 67,130 | 22.634400 |
| 8/29/2023 | 53,704 | 22.642300 |
| 8/29/2023 | 241,669 | 22.658700 |
| 8/29/2023 | 26,750 | 22.678300 |
| 8/29/2023 | 53,704 | 22.660000 |
| 8/29/2023 | 107,408 | 22.667600 |
| 8/29/2023 | 53,704 | 22.635000 |
| 8/29/2023 | 53,704 | 22.632500 |
| 8/29/2023 | 40,278 | 22.612300 |
| 8/29/2023 | 26,852 | 22.619000 |
| 8/29/2023 | 13,426 | 22.600000 |
| 8/29/2023 | 93,982 | 22.671200 |
| 8/29/2023 | 13,426 | 22.659600 |
| 8/29/2023 | 26,852 | 22.674500 |
| 8/29/2023 | 13,426 | 22.705500 |
| 8/29/2023 | 161,109 | 22.684300 |
| 8/30/2023 | 120,833 | 22.604100 |
| 8/30/2023 | 60,387 | 22.646500 |
| CUSIP No. 000380204 | SCHEDULE 13D | Page 20 of 22 Pages |
| Trade Date | ADSs Purchased (Sold) |
Price Per ADS ($) |
| 8/30/2023 | 316,721 | 22.500000 |
| 8/30/2023 | 92,799 | 22.631700 |
| 8/30/2023 | 134,260 | 22.609400 |
| 8/30/2023 | 53,702 | 22.592500 |
| 8/30/2023 | 26,851 | 22.621500 |
| 8/31/2023 | 80,556 | 22.603000 |
| 8/31/2023 | 88,158 | 22.600000 |
| 8/31/2023 | 88,923 | 22.599900 |
| 9/1/2023 | 54 | 22.630000 |
| 9/5/2023 | 13,514 | 22.819900 |
| 9/5/2023 | 40,278 | 22.863300 |
| 9/5/2023 | 26,852 | 22.817800 |
| 9/5/2023 | 5,370 | 22.860700 |
| 9/5/2023 | 5,370 | 22.859100 |
| 9/5/2023 | 27,731 | 22.890300 |
| 9/5/2023 | 26,852 | 22.850000 |
| 9/6/2023 | 68,936 | 22.847200 |
| 9/6/2023 | 53,704 | 22.816100 |
| 9/6/2023 | 129,012 | 22.763400 |
| 9/6/2023 | 26,852 | 22.849900 |
| 9/6/2023 | 53,704 | 22.820200 |
| 9/6/2023 | 26,852 | 22.789000 |
| 9/6/2023 | 40,278 | 22.790600 |
| 9/6/2023 | 10,741 | 22.830000 |
| CUSIP No. 000380204 | SCHEDULE 13D | Page 21 of 22 Pages |
| Trade Date | ADSs Purchased (Sold) |
Price Per ADS ($) |
| 9/7/2023 | 45,526 | 22.850000 |
| 9/7/2023 | 53,704 | 22.869600 |
| 9/7/2023 | 67,130 | 22.879500 |
| 9/7/2023 | 80,556 | 22.871600 |
| 9/7/2023 | 26,852 | 22.859400 |
| 9/7/2023 | 53,704 | 22.865000 |
| 9/7/2023 | 40,278 | 22.860300 |
| 9/7/2023 | 26,852 | 22.862800 |
| 9/7/2023 | 8,645 | 22.830000 |
| 9/8/2023 | 18,206 | 22.860000 |
| 9/11/2023 | 26,851 | 22.800000 |
| 9/11/2023 | 83,685 | 22.770900 |
| 9/11/2023 | 147,720 | 22.784700 |
| 9/11/2023 | 24,167 | 22.801700 |
| 9/11/2023 | 13,426 | 22.789400 |
| 9/12/2023 | 126,203 | 22.750000 |
| 9/12/2023 | 26,851 | 22.730200 |
| 9/12/2023 | 26,851 | 22.734800 |
| 9/12/2023 | 10,740 | 22.717400 |
| 9/13/2023 | 12,946 | 22.720000 |
| 9/13/2023 | 53,704 | 22.691600 |
| 9/13/2023 | 1,633 | 22.700000 |
| 9/13/2023 | 983 | 22.710000 |
| 9/15/2023 | 26,852 | 22.670000 |
| CUSIP No. 000380204 | SCHEDULE 13D | Page 22 of 22 Pages |
| Trade Date | ADSs Purchased (Sold) |
Price Per ADS ($) |
| 9/15/2023 | 24,237 | 22.660700 |
| 9/15/2023 | 37,593 | 22.652500 |
| 9/15/2023 | 134,258 | 22.650000 |
| 9/18/2023 | 26,852 | 22.640000 |
| 9/18/2023 | 41,944 | 22.645800 |
| 9/18/2023 | 13,426 | 22.654000 |
| 9/18/2023 | 67,130 | 22.650000 |
| 9/19/2023 | 11,758 | 22.639700 |
| 10/4/2023 | 26,852 | 22.798800 |
| 10/5/2023 | 80,556 | 22.829900 |
| 10/6/2023 | 26,852 | 22.706100 |
| 10/12/2023 | 1,270,093 | 22.741800 |
| 10/12/2023 | 53,704 | 22.709000 |
| 10/13/2023 | 80,556 | 22.700000 |
| 10/13/2023 | 37,593 | 22.730000 |
| 10/13/2023 | 26,852 | 22.690000 |
| 10/13/2023 | 1,734,354 | 22.710000 |