THE EQUITY/RESEARCH ANALYSTS AT THE INVESTMENT AND SECURITIES FIRMS LISTED BELOW CURRENTLY WRITE RESEARCH REPORTS ON MEREO BIOPHARMA GROUP PLC. This list is subject to change and any estimates, forecasts or opinions are made by the analysts alone and do not represent the estimates, forecasts or opinions of Mereo or its board or management. Investors may wish to contact the analysts directly in order to obtain a copy of their research report. There is no obligation upon the analysts to provide any report, and any reports issued may have become out of date after publication and should be read accordingly.
|Gil Blum, Ph.D.||Needham||+1 (212) 705 firstname.lastname@example.org|
|Kristen Kluska||Cantor Fitzgerald||+1 (212) 915 1927||Kristen.Kluska@cantor.com|
|Joseph Schwartz||SVB Securities||+1 (617) 918 email@example.com|
|Yun Zhong, Ph.D.||BTIG||+1 (212) 588 firstname.lastname@example.org|
|257 Park Avenue South, 15th Flr.
New York, NY, USA
|+1 212 213 email@example.com|
|ADS Holder Services
Citibank ADS Shareholder Services
|PO Box 43077
Providence, Rhode Island, 02940-3077, USA
|US Toll Free:
1 877 248 4237 (1 877 CITIADR)
+1 781 575 4555
|ADS Depositary (UK Contact)
Citi Depositary Services
|13th Floor, Citigroup Centre
Canada Square, London E14 5LB
|+44 (0) 20 7500 firstname.lastname@example.org|
|ADS Depositary (US Contact)
Citi Depositary Services
|390 Greenwich Street, 3rd Flr
New York, NY 10013, USA
|+1 212 723 email@example.com|
|10th Floor, Central Square
29 Wellington Street, Leeds, LS1 4DL
|+44 (0)371 664 firstname.lastname@example.org|
|Level 12, Thames Tower, Station Road
Reading, Berkshire RG1 1LX
Mayer Brown International LLP
London EC2M 3AF
Where is Mereo listed?
Mereo BioPharma Group plc's American Depository Shares (ADSs) are listed on The Nasdaq Global Market.
What is the ticker symbol and CUSIP identifier for Mereo?
The ticker symbol for Mereo BioPharma Group plc is NASDAQ: MREO. The CUSIP identifier for Mereo’s ADSs is 589492 107.
What is Mereo's mission?
Our goal is to create new possibilities for patients with few treatment options, by unlocking the full potential of both science and people.
What is Mereo's vision?
Driven by a true understanding of the critical nature of our mission, we harness the power of science and meaningful relationships to unlock the potential of overlooked rare disease and tumor therapies, creating new possibilities for patients who need them.
What is Mereo's strategy?
Mereo creates valuable opportunities for investors by combining extensive clinical experience, deep expertise in rare diseases and tumors, and business acumen to strategically identify and develop therapies with the greatest unrealized, long-term potential.
What is Mereo's principal area of business?
We see the possibilities in focusing on rare diseases and tumors, where there are areas of high unmet medical need – both for investors and for patients with few options.
How does Mereo seek to build shareholder value?
Mereo will seek to selectively acquire oncology or clinical-stage rare disease product candidates with demonstrated clinically meaningful data from large pharmaceutical companies and to further develop these product candidates to subsequent key value inflection points or to commercialisation. By selectively acquiring and further developing promising product candidates, the Group and its stakeholders can jointly participate in the value realisation through any future sale, licensing or commercialisation of the product candidate.
How do I view the latest SEC filings?
Please refer to our SEC Filings page or the sec.gov EDGAR site.
What is Mereo's registered office?
Mereo’s registered office is:
Mereo BioPharma Group plc
One Cavendish Place
What is a Mereo ADS?
A Mereo American Depositary Share (ADS) is a US dollar-denominated form of equity ownership in Mereo, representing ordinary shares on deposit in the United Kingdom. An ADS carries significant rights arising out of those ordinary shares. For example, it confers the right to receive dividends in US$, the right of registered ADS holders to attend Mereo shareholder meetings, and the right to vote on all matters before the company.
How are Mereo ADS related to ordinary shares?
Mereo’s ADSs are traded on NASDAQ whereas Mereo’s ordinary shares are not traded on any public market. Every Mereo ADS represents five Mereo ordinary shares.
What are my rights as an ADS holder?
ADS holders are generally entitled to the same rights as the underlying shareholders, subject to the terms specified in the Deposit Agreement. A copy of the Deposit Agreement has been filed with the SEC under cover of a Registration Statement on Form F-6. You may obtain a copy of the Deposit Agreement from the SEC’s website.
Please refer to Registration Number 333-249338 when retrieving such copy.
I have questions about my ADS held in the Direct Registration System (DRS). How can I find out more?
The Company’s Depositary has produced this document which outlines what DRS means to you as an ADS holder and answers some FAQs.
If I am a registered ADS holder, can I access my ADS account online?
If you are registered holder (certificated physical holder or “DRS” (“Direct Registration System”) holder and wish to establish an account, please visit: http://www.computershare.com/investor
To create a USER ID, click on the Register Now link and then follow the instructions.
Holders holding shares at the bank, broker and/or nominee level need to contact their broker for account inquiries.
How can I purchase ADS?
The Company’s shares are listed on The Nasdaq Global Market in the form of ADSs. ADSs can be bought or sold through any broker of your choice licensed to buy and sell US securities.
Who is the company's depositary bank and how do I contact them?
Citibank, N.A. is Mereo’s ADS depositary bank and performs the roles of custodian and registrar. Citibank coordinates record keeping, paying dividends, the proxy voting process and arranges for custody of the Mereo Ordinary Shares underlying the Mereo ADSs. They are responsible for providing services to assist ADS holders with their account queries and account management.
You can contact them as follows:
Citibank Depositary Services
390 Greenwich Street,
New York NY
+1 212 723 5473
Who is Mereo's US transfer agent and how do I contact them?
Mereo's US transfer agent is Computershare.
Please find below their US contact details:
Citibank ADR Shareholder Services
PO Box 43077
Toll Free within the US: 1-877-248-4237 (1-877-CITIADR)
Mon-Fri 08:30AM – 6:00 PM EST excluding US federal holidays.
International Dial: +1-781-575-4555
How can I replace my lost Mereo ADS stock certificates?
ADS Holders are asked to contact Citibank ADR Shareholder Services at the above number(s) – see details on Mereo’s US Transfer Agent - for assistance and requirements when requesting replacement certificates. Please note there is an assurety (insurance) replacement fee to be assessed for replacement certificates.
How do I report a change of name or mailing address?
ADS Holders are asked to contact Citibank Shareholder Services at the above number(s) – see details on Mereo's US Transfer Agent - for change in address requests.
Is there a cost to hold my Mereo investment in the form of ADSs?
An annual depositary service fee, currently US$0.02 per ADS, is levied to ADS holders by Citibank each January. This is typically paid and charged to your account by your broker. A conversion of shares to ADSs may attract conversion fees of up to US$0.05 per ADS, charged by the Company’s depositary, Citibank.
Any questions regarding fees can be directed to email@example.com.
Who are the company's registrars and how do I contact them?
Visit the Registrar Services page
What if I have lost my share certificate?
The Registrars keep a record of your name, address and the number of shares you own and can arrange to issue a duplicate certificate if necessary.
If you have lost a certificate please report this to the Registrars as soon as possible on 0371 664 0300 from the UK or +44 (0) 371 664 0300 from overseas so they can put a “stop” on that certificate.
For more information, please visit the Shareholder Portal Section of the Registrars website. > https://www.signalshares.com
I have just changed my address, who needs to know?
When you change address, it is important you inform the Registrars as soon as possible to ensure you receive all shareholder communications. You can do this on-line at the Shareholder Portal Section of the Registrars website: https://www.signalshares.com.
Alternatively, you can send a letter to the Registrars, which should include:
- your name in full, as shown on your share certificates
- your previous address
- your new address
- your shareholder account number if you have one (this can be found on your share certificate)
NB: All correspondence must be signed. For security reasons, the Registrars cannot accept address changes by e-mail and can only accept address changes over the telephone if the shareholder is able to clear certain security procedures.
I have recently changed my name, what should I do?
You can do this via the Shareholder Portal Section of the Registrars website and download the relevant forms. > https://www.signalshares.com Alternatively, you can write to the Registrars giving full details of the following: - your old name - your new name - a copy of any legal documentation, such as marriage certificate or deed poll - where your name has changed as a result of separation or divorce, and you wish to revert to your maiden name, a copy of any supporting documentation must be sent to the Registrars. NB: All correspondence must be signed.
How can I buy and sell shares?
There is no public market in the United Kingdom on which Ordinary Shares can be traded. Should you wish to sell your Ordinary Shares on a public market, you will need to convert them to ADSs and sell on NASDAQ.
To do so, you will need to convert your Ordinary Shares into ADSs via the Company’s depositary bank, Citibank, and any sale of the resulting ADSs will likely need to be via a broker with US share trading capability. Please note that a conversion of Ordinary Shares into ADSs may incur a UK stamp duty, or SDRT, charge.
In all cases professional advice should be sought as to the applicable tax treatment. Fees may also be levied by the Company’s depositary bank upon such conversion. Contact details for Citibank are available here.
How do I check my shareholding details online?
To check shareholding details visit the Shareholder Portal Section of the Registrars website.
The below information is for shareholders and relates to the Registrar’s services in relation to Mereo’s unlisted ordinary shares. For general information about Mereo’s listed ADSs, please see ADS Holder FAQs.
All administrative enquiries relating to shareholdings and requests to receive corporate documents by email should, in the first instance, be directed to Link Group.
29 Wellington Street
Link Group is our registrar and they offer many services to make managing your shareholding easier and more efficient.
Signal Shares is a secure online site where you can manage your shareholding quickly and easily. You can:
- View your holding and get an indicative valuation
- Change your address
- Arrange to have dividends paid into your bank account
- Request to receive shareholder communications by email rather than post
- View your dividend payment history
- Make dividend payment choices
- Register your proxy voting instruction
- Download a stock transfer form.
To register for Signal Shares just visit www.signalshares.com. All you need is your investor code, which can be found on your share certificate or your dividend tax voucher.
Customer Support Centre
Alternatively, you can contact Link’s Customer Support Centre which is available to answer any queries you have in relation to your shareholding:
By phone - UK – +44 (0) 371 664 0300 (Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales).
By email - firstname.lastname@example.org
By post - Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL.
Sign up to electronic communications
Help us to save paper and get your shareholder information quickly and securely by signing up to receive your shareholder communications by email.
Registering for electronic communications is very straightforward. Just visit www.signalshares.com. All you need is your investor code, which can be found on your share certificate or your dividend tax voucher.
Transfer your certificated shares
If you hold your shares with a share certificate, you can transfer your shares to someone else by filling in a stock transfer form. You can download the form from the publications tab on www.signalshares.com. Once this is completed you will need to send it to Link with share certificates covering the total amount being transferred.
Send the completed documents to:
29 Wellington Street
This will be processed within 5 days.
If you are only transferring a portion of your shares a certificate to cover the balance will be issued.
Although stamp duty is normally payable on a transfer of shares there are certain circumstances in which the transfer may be exempt. These are set out on the back of the form.
Information on how to replace certificates if they are missing can be found in the Share Certificate section of Link’s Help centre on www.signalshares.com.
Donate your shares to charity
If you have only a small number of shares which are uneconomical to sell you may wish to donate them to charity free of charge through ShareGift (Registered Charity10528686). Find out more at www.sharegift.org.uk or by telephoning +44 (0) 20 7930 3737.
Warning to Investors
IN RECENT YEARS, MANY COMPANIES HAVE BECOME AWARE THAT THEIR SHAREHOLDERS HAVE RECEIVED UNSOLICITED PHONE CALLS OR CORRESPONDENCE CONCERNING INVESTMENT MATTERS.
These are typically from overseas based ‘brokers’ who target investors, offering to sell them what often turn out to be worthless or high risk shares in US or UK investments. These operations are commonly known as ‘boiler rooms’. These ‘brokers’ can be very persistent and extremely persuasive.
It is not just the novice investor that has been duped in this way; many of the victims had been successfully investing for several years. Shareholders are advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers of free company reports.
Details of any share dealing facilities that the company endorses will be included in company mailings.
If you receive any unsolicited investment advice:
- Make sure you get the correct name of the person and organisation.
- Check that they are properly authorised by the SEC or the FCA before getting involved by visiting the SEC or the FCA websites to check their status, permissions and contact the firm using the details on the register.
- Report the matter to the SEC in the USA through the SEC website or report the matter to the FCA in the UK by calling 0800 111 6768 or visiting the FCA website.
- If the calls persist, hang up.
In the UK, if you deal with an unauthorised firm, you will not be eligible to receive payment under the Financial Services Compensation Scheme.
On 11 November 2020, Mereo BioPharma Group plc (the “Company” or “Mereo”) announced the cancellation of admission to trading on AIM of the Company’s Ordinary Shares (the “AIM Delisting”).
The announcement can be found here.
The shareholder circular can be found here.
As set out in the expected timetable of events below, it is expected that the final day of trading of the Ordinary Shares on AIM will be 17 December 2020 with the AIM Delisting taking effect at 7.00 a.m. on 18 December 2020.
Last date for receipt by Link Group from certificated shareholders of duly completed block transfer participation requests and original share certificates
|4 December 2020 at 11.00 a.m.|
Last date for receipt by Citibank from CREST holders of duly completed issuance forms
|9 December 2020|
Expected date of issuance of ADSs to block transfer participants
|16 December 2020|
Expected date of posting of ADS receipts to shareholders by Citibank
|16 December 2020|
Last day of dealings in the Ordinary Shares on AIM
|17 December 2020|
Cancellation of admission to trading on AIM of the Ordinary Shares
|18 December 2020 at 7.00 a.m.|
- References to time in this document are to London time unless otherwise stated.
- Each of the times and dates in the above timetable are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to shareholders by announcement through a Regulatory Information Service.
Frequently Asked Questions
Do I need to sell my AIM-Quoted ordinary shares or must I convert them into Mereo's NASDAQ listed ADSS?
Holders of Mereo Ordinary Shares now have three options:
(a) You may choose to convert your Ordinary Shares into ADSs tradeable on Nasdaq
If your investment is currently held in CREST and managed by a broker, your broker will be able to manage the conversion process for you in accordance with the process set out on Appendix A of this document. If you wish to convert your Ordinary Shares into ADSs, you should contact your broker to initiate this process without delay. Please see question 6 below “My broker currently holds my Ordinary Shares within a CREST nominee account – how do I convert my shares to ADSs”.
If you hold your investment in certificated form and wish to convert it into ADSs without engaging the services of a broker, it is possible for ADSs to be held on the books of the Company’s ADS depositary, Citibank, in Direct Registration Shares (DRS), electronic book-entry format. For details on how to convert your Ordinary Shares, please see question 3 below “I hold my shares in certificated form and I want to convert to ADSs prior to the AIM Delisting but do not want to engage a broker at this time – how do I do this?”.
(b) You may choose to continue to hold your Ordinary Shares
Ordinary Shares will continue to be a valid equity interest in the Company with full voting rights, rights to future dividends, etc., as currently enjoyed by holders of Ordinary Shares. However, following the AIM Delisting there will be no public market in the United Kingdom on which the Ordinary Shares can be traded. Please see question 8 below “Can I continue to hold Ordinary Shares after the AIM Delisting”.
(c) You may choose to sell your AIM-quoted Ordinary Shares prior to the AIM Delisting becoming effective
If you wish to maintain an equity interest in Mereo, you could choose to reinvest in Mereo by using the proceeds of the sale of your Ordinary Shares to buy Nasdaq listed ADSs (Nasdaq ticker: MREO). Dealing and tax costs would likely apply to the AIM and/or Nasdaq transactions.
I currently hold my ordinary shares in the form of a paper certificate - how does the AIM delisting affect me?
Ordinary Shares in certificated form are not currently immediately tradeable as, in order to sell them, the share certificates need to be deposited with a broker and “dematerialised” so that they are held in electronic form in CREST, which is the electronic system for the holding of shares in uncertificated form and paperless settlement of share trades. Only when the Ordinary Shares have been converted into electronic form can they then be traded on AIM.
If you choose to retain your Ordinary Shares in certificated form but do not convert them into ADSs prior to the AIM Delisting, in order to sell them following AIM Delisting, you will need to use a broker with UK and US capabilities to firstly dematerialise your UK share certificate into CREST and thereafter to liaise with the Company’s depositary, Citibank, to issue the respective ADSs for your broker to sell on your behalf. Your broker will need to contact Citibank in order for your Ordinary Shares to be converted into ADSs and credited to the account held by your broker. Upon receiving instructions to do so, your broker would then trade your ADSs via Nasdaq and would remit the proceeds to your personal account. Please also see question 8 below “Can I continue to hold Ordinary Shares after the AIM Delisting”.
I hold my shares in certificated form and I want to convert my ordinary shares to ADSs prior to the AIM delisting but do not want to engage a broker at this time - How do I do this?
If your investment is currently held in certificated form outside of CREST, the Company’s Ordinary Share registrar, Link Group, will facilitate a block transfer process, on behalf of the Company, for those shareholders who do not already hold their Ordinary Shares via a broker and who may wish to participate in a managed conversion process. This process is only available prior to the AIM Delisting to holders of Ordinary Shares in certificated form. Subject to the requisite paperwork being returned to Link Group by the required deadline, being 11.00 a.m. on 4 December 2020, the Company’s registrar, Link Group, will arrange for the relevant Ordinary Shares to be transferred into CREST and then transfer the shares to Citibank, who will then arrange for the conversion of your Ordinary Shares into ADSs to be transmitted to an account held in the name of the relevant shareholder on the books of the depositary, in Direct Registration Shares (DRS), electronic book-entry format. Holders of Ordinary Shares in certificated form will be sent a personalized block transfer participation request form, an example of which is set out in Appendix B. If a shareholder wishes to participate in this managed conversion process, they should complete the form and return it to Link Group in accordance with the instructions set out in the form by 11.00 a.m. on 4 December 2020. Further block transfer participation request forms (which are not personalised) are available on the Company’s website at www.mereobiopharma.com/AIM-Delisting, or can be requested from Link Group by calling 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Lines are open 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Completed transfer forms and original share certificates may be returned to Link Group, for UK shareholders only, by using the pre-paid envelope sent to you. Both UK shareholders and non-UK shareholders may prefer to return transfer forms and original share certificates using registered post.
Shareholders who hold their Ordinary Shares in certificated form and who do not elect to participate in this block transfer process may utilise the services of a broker to facilitate conversion.
Following conversion of Ordinary Shares into ADSs in DRS form, note that all DRS registered holders will be subject to US stock transfer procedures and guidelines. Holders should consult with a broker to determine applicable stock transfer requirements in relation to future transfers of ADSs. These requirements may include a medallion signature guarantee to effect certain transfers. Further details on medallion signature guarantees may be found at www.investor.gov/introduction-investing/investing-basics/glossary/medallion-signature-guarantees-preventing.
I have already initiated the dematerialisation of my UK share certificate into CREST in order to convert my ordinary shares into ADSs - what should I do?
In order to participate in the block transfer process being facilitated by Link Group, you will need to return your original share certificate with your block transfer participation request form. Accordingly, if you have already returned your share certificate in order to dematerialise it into CREST, you will not be able to participate in the block transfer process. In these circumstances, you should continue with the dematerialisation process and contact your broker to ensure that this and the conversion into ADSs is completed before the AIM Delisting.
I currently hold my ordinary shares in uncertificated/electronic form in CREST - How does the AIM delisting affect me?
If your investment is currently held in electronic form in CREST and managed by a broker, your broker will be able to manage the conversion process for you in accordance with the process set out in Appendix A of this document.
If your Ordinary Shares are currently held in electronic form in CREST and you do not convert them to ADSs before the AIM Delisting, your Ordinary Shares will continue to be held in your CREST account, but in unquoted form. Following the AIM Delisting, you will not be able to trade any of your Ordinary Shares in CREST as the Company will have cancelled its admission to trading on AIM. Please see question 8 below “Can I continue to hold Ordinary Shares after the AIM Delisting?”. Conversion of Ordinary Shares into ADSs following the AIM Delisting becoming effective may incur a UK stamp duty, or SDRT, charge (the rate of which is currently 1.5 per cent. of the market value of the shares converted), although in all cases professional advice should be sought as to the applicable tax treatment.
My broker currently holds my ordinary shares within a CREST nominee account - How do I convert my shares - to ADSS?
Many UK brokers have the ability to hold and trade Nasdaq-listed securities. In order to continue holding a form of security in the Company that is readily tradeable, you should contact your broker without delay to request that Ordinary Shares are converted into ADSs by following the process set out on Appendix A of this document. Your broker will provide the Company’s depositary, Citibank, with certain details by email in relation to the conversion and will then transmit your Ordinary Shares electronically to Citibank’s UK custodian’s CREST account.
How does the price of Mereo's NASDAQ listed ADSS compare to the price of an ordinary share on AIM?
Mereo currently maintains a listing of its ADSs on the Nasdaq Stock Market. Each ADS is a financial instrument that represents five Ordinary Shares. The price of each ADS is expressed in US dollars, and is linked to the value of the five Ordinary Shares that it represents. Currently, the price of an Ordinary Share on AIM can be compared to the price of Mereo’s Nasdaq listed ADSs by dividing the ADS price by five and then dividing by the US dollar to pounds sterling exchange rate to calculate the equivalent sterling denominated price per Ordinary Share.
As part of the AIM Delisting, holders of Ordinary Shares may convert such Ordinary Shares into ADSs (see question 1 “Do I need to sell my AIM-quoted Ordinary Shares or must I convert them into Mereo’s Nasdaq listed ADSs?” above). Once Ordinary Shares are converted into ADSs, the investment will be US dollar denominated instead of pounds sterling denominated. This means that when valued in pounds sterling, its value will fluctuate on a day-to-day basis in line with movements in £:US$ exchange rate.
Once the AIM Delisting takes effect on 18 December 2020, there will no longer be a published price for an individual Ordinary Share. It will, however, always be possible to calculate the value of an individual Ordinary Share in pounds sterling by taking the Nasdaq ADS market price, dividing by five and dividing by the US dollar to pounds sterling exchange rate. The Nasdaq ADS share price is, and will continue to be, available via Mereo’s website at www.mereobiopharma.com or may otherwise be found online on a broad range of financial websites.
Can I continue to hold ordinary shares after the AIM delisting?
Should you wish to do so, it will be possible to continue to hold Ordinary Shares after the AIM Delisting. However, shareholders should be aware that the Ordinary Shares will not be admitted to trading on any public market in the United Kingdom and the Ordinary Shares will not be tradeable on Nasdaq in this form.
Should you wish to sell your Ordinary Shares following the AIM Delisting becoming effective, you will likely be required first to convert such Ordinary Shares into ADSs via the Company’s depositary bank, Citibank, and any sale of the resulting ADSs will likely need to be via a broker with US share trading capability. Please note that a conversion of Ordinary Shares into ADSs following the AIM Delisting becoming effective may incur a UK stamp duty, or SDRT, charge (the rate of which is currently 1.5 per cent. of the market value of the shares converted), although in all cases professional advice should be sought as to the applicable tax treatment. Fees of up to US$0.05 per ADS may also be levied by the Company’s depositary bank upon such conversion (although the depositary bank has confirmed that no such fee will be charged to holders on any conversion of Ordinary Shares into ADSs from the date of this document until (and including) 18 December 2020).
I already hold Mereo's ADSS - am I affected by the AIM delisting?
Mereo’s Nasdaq-listed ADSs will continue to trade as normal. Existing holders of ADSs not also holding Ordinary Shares do not need to take any action in connection with the AIM Delisting
How do I buy and sell Mereo's NSADAQ listed ADSS?
The majority of brokers in the UK have the capability to hold US exchange-listed securities and are capable of buying and selling them for you. A small annual holding cost, currently US$0.02 per ADS per annum, is levied by the Company’s depositary bank, Citibank, and brokers may also charge an annual fee for holding a US security on your behalf.
Should you wish to increase your holding in the Company, you should be able to purchase further ADSs via your broker. You will need to instruct your broker to purchase Mereo ADSs (Nasdaq ticker: MREO).
If you wish to continue to hold your investment in the Company directly, without engaging the services of a broker, it is possible for ADSs to be held on the books of the Company’s depositary, in Direct Registration Shares (DRS), electronic book-entry format. If a shareholder wishes to receive ADSs without engaging the services of a broker, please see question 3 above “I hold my shares in certificated form and I want to convert to ADSs prior to the AIM Delisting but do not want to engage a broker at this time – how do I do this?”.
Is there a cost to convert and hold my Mereo investment in the form of ADSS?
There will be no cost of converting your Mereo Ordinary Shares into ADSs prior to the date of the AIM Delisting. Thereafter, ADS conversion fees of up to US$0.05 per ADS may be charged by the Company’s depositary, Citibank.
An annual depositary service fee, currently US$0.02 per ADS, is levied to ADS holders by Citibank each March. This is typically paid and charged to your account by your broker on an annual basis.
Any questions regarding fees can be directed to email@example.com
How will the AIM delisting affect the tax treatment of Mereo's ordinary shares?
Mereo is not able to provide shareholders with any form of taxation advice and shareholders are strongly advised to seek their own professional advice in order to ascertain the consequences for them of continuing to hold Ordinary Shares following the AIM Delisting becoming effective, or converting Ordinary Shares into ADS form.
The Company’s understanding of the current position for individuals who are UK resident and UK domiciled under UK taxation law is as follows but it should be noted that the Company has not taken steps to confirm the current position with HMRC. Therefore, the following should not be relied upon by shareholders without taking further advice (and the Company accepts no liability whatsoever in respect of any tax information provided).
- Following the AIM Delisting, Ordinary Shares should continue to be accepted by HMRC as qualifying as unlisted/unquoted securities for the purposes of certain specific UK tax rules (notably, the UK inheritance tax business property relief rules). Therefore, those shareholders who elect to continue to hold Ordinary Shares should continue to be regarded as holding unlisted/unquoted securities under those same rules.
- Under HMRC’s stated practice those shareholders who elect to convert their holdings of Ordinary Shares to Nasdaq listed ADSs, should not be considered as disposing of the Ordinary Shares for UK capital gains tax purposes when transferring the shares to the Company's ADS depositary, Citibank, in exchange for issue of ADSs on the basis that the shareholder retains beneficial ownership of the shares.
It is recommended that shareholders obtain appropriate professional advice in respect of the application of other UK taxes.
It is expected that shareholders who elect to convert their holdings of Ordinary Shares to Nasdaq-listed ADSs following the AIM Delisting will incur a UK stamp duty, or SDRT, charge (the rate of which is currently 1.5 per cent. of the market value of the Ordinary Shares converted).
If you are in any doubt as to your tax position you should consult an appropriate professional adviser immediately.
Will the APIM delisting affect my rights as a shareholder?
As a company incorporated in England and Wales, Mereo will continue to be subject to the requirements of the Companies Act 2006.
Following the AIM Delisting, the Company will no longer be subject to the AIM Rules for Companies or be required to retain the services of a nominated adviser. The Company will also no longer be subject to the QCA Corporate Governance Code. In addition, the Company will no longer be required to comply with the continuing obligations set out in the FCA’s Disclosure Guidance and Transparency Rules (DTRs) or, provided the Company’s securities remain outside the scope of the regulation, the EU Market Abuse Regulation (MAR) (as Nasdaq is not an in-scope exchange for the purposes of such legislation). In addition, the Company will no longer be subject to the provisions of the DTRs relating to the disclosure of changes in significant shareholdings in Mereo. The Company will, however, continue to comply with all regulatory requirements for the Nasdaq listing of its ADSs, including all applicable rules and regulations of the US Securities and Exchange Commission. Shareholders who continue to hold Ordinary Shares will continue to be notified in writing of the availability of key documents on our website, including publication of Annual Reports and Annual General Meeting documentation. Holders of ADSs will be able to continue to access all such information via the Mereo website. Holders of Ordinary Shares and ADSs will both be eligible to receive any future dividends that may be declared.
Following the AIM Delisting taking effect, as the Company will remain a public limited company incorporated in England and Wales but its securities will not be admitted to trading on a regulated market or multilateral trading facility in the United Kingdom (or a stock exchange in the Channel Islands or the Isle of Man), the City Code on Takeovers and Mergers (the “Code”) will only apply to the Company if it is considered by the Panel on Takeovers and Mergers (the “Panel”) to have its place of central management and control in the United Kingdom (or the Channel Islands or the Isle of Man). This is known as the “residency test”. The way in which the test for central management and control is applied for the purposes of the Code may be different from the way in which it is applied by the United Kingdom tax authorities, HMRC. Under the Code, the Panel looks to where the majority of the directors of the Company are resident, amongst other factors, for the purposes of determining where the Company has its place of central management and control.
Accordingly, following the AIM Delisting, the Panel has confirmed to the Company that the Code will not apply to the Company, and the Company and its shareholders will therefore not have the benefit of the protections the Code affords, including, but not limited to, the requirement that a person who acquires an interest in Ordinary Shares carrying 30 per cent. or more of the voting rights in the Company must make a cash offer to all other shareholders at the highest price paid in the 12 months before the offer was announced.
Notwithstanding the above, the Company may become subject to the Code in the future if any changes to the Board composition result in the majority of the directors being resident in the United Kingdom, Channel Islands or the Isle of Man.
I currently hold my ordinary shares in an ISA - can I continue to do so?
Although the AIM Delisting does not directly impact on the ability of a UK shareholder to retain their holding of Ordinary Shares, we understand that some UK ISA operators, particularly those that involve an online share trading account, may insist that the shares held in the ISA must be publicly quoted and may only allow trading in UK companies via low cost online trading facilities.
Please ask your ISA provider as soon as possible to confirm whether they will allow you to continue to hold your Ordinary Shares or whether they are able to convert such Ordinary Shares into and hold Mereo’s Nasdaq-listed ADSs on your behalf. If they do not allow you to continue to hold Ordinary Shares and cannot convert the Ordinary Shares to ADSs on your behalf, you should consult an appropriate professional adviser without delay.
I currently hold my ordinary shares in a self-invested personal pension "SIPP" - Can I continue to do so?
Although the AIM Delisting does not impact on the ability of a UK shareholder to retain their holding of Ordinary Shares, we understand that some SIPP scheme administrators, particularly those that involve an online share trading account, may insist that the shares held in an individual’s SIPP must be publicly quoted and sometimes only allow trading in UK companies online.
Please ask your SIPP provider as soon as possible to confirm whether they will allow you to continue to hold your Ordinary Shares or whether they are able to convert your holding of Ordinary Shares into ADSs and continue to hold Mereo’s ADSs on your behalf. If they do not allow you to continue to hold Ordinary Shares and cannot convert the Ordinary Shares to ADSs on your behalf, you should consult an appropriate professional adviser without delay.
I have lost my original ordinary share certificate - How do I get another one in order to progress conversion of my ordinary shares to ADSS?
Replacement share certificates are available from Mereo’s registrar, Link Group. Please contact Link Group without delay on 0871 664 0300* or by email to firstname.lastname@example.org. Calls cost 12p per minute plus your phone company’s access charge. *Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales.
Link Group will be able to provide you with a replacement share certificate for your Ordinary Shares, although there may be a fee for this. Certain proof of ownership/identification will be required by Link Group prior to issuance of replacement certificates.
Please note that you will not be able to transfer your certificated shares via Link Group, without an original share certificate being received by Link Group with your duly completed block transfer participation request form in Appendix B before the required deadline, being 11.00 a.m. on 4 December 2020.
I have further questions that are not dealt with sufficiently here - Where can I find further information?
If you hold your Ordinary Shares via a broker, please discuss with your broker in the first instance.
In respect of any queries regarding completion of the block transfer participation request form, a shareholder assistance advice line is being operated by the Company’s registrar, Link Group, which can be accessed by all shareholders on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK. will be charged at the applicable international rate. Lines are open 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.
In respect of any queries regarding the conversion of Ordinary Shares to ADSs, please contact the Company’s depositary, Citibank, on +353 1 622 5710. Calls are charged at the applicable international rate and will vary by provider. Lines are open 9.00 a.m. to 5.30 p.m., Monday to Friday local time, excluding public holidays in Ireland.
The appendices can be found here: