Full Press Release Details
77-78 Cannon Street, London, England, EC4N 6AF
Company number: 03308778
NOTICE OF 2019 ANNUAL GENERAL MEETING
NOTICE is hereby given that the 2019 annual general meeting of NuCana plc (the Company ) will be held on 27 June 2019 at 11.00am at the
Gathering Room 2, Norton House Hotel, Ingliston, Edinburgh EH28 8LX, UK for transaction of the following business:
Ordinary Resolutions
To consider and, if thought fit, pass the following resolutions (1 to 8 inclusive), which will be proposed as ordinary resolutions:
To consider and, if thought fit, pass the following resolution 9, which will be proposed as a special resolution:
The directors of the Company consider that all the proposals to be considered at the annual general meeting are in the best interests of the Company and its
shareholders as a whole and are most likely to promote the success of the Company. The directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings.
The following notes explain your general rights as a member and your right to attend and vote at the annual general meeting or to appoint someone else to vote
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special
procedures for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST proxy instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a
CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by any particular
time. Reference should be made to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
EXPLANATORY NOTES TO THE RESOLUTIONS PROPOSED AT THE ANNUAL GENERAL MEETING
The resolutions to be proposed at the annual general meeting of the Company to be held on 27 June 2019 at 11.00am are set out in this Notice of annual
general meeting. The following notes provide an explanation to the resolutions being put to shareholders.
Ordinary Resolutions
Resolutions 1 to 8 are proposed as ordinary resolutions. These resolutions will be passed if more than 50% of the votes are cast in favour of them.
Resolutions 1 to 3 Re-election of directors
Under the Company s Articles of Association there are three classes of board members (Class I, Class II and Class III) with each class having a
specified term of office. The Company s Articles of Association require the Class II directors to retire from office this year. Each of James Healy, Rafa le Tordjman and Cyrille Leperlier, currently serves as a Class II
director, is retiring and (being eligible) is standing for re-election as a Class II director at the annual general meeting. Biographical information for each director standing for re-election is included on page 7 of this Notice.
Re-appointment of auditors
The Act requires that auditors be appointed at each general meeting at which
accounts are laid to hold office until the next meeting. The appointment of Ernst & Young LLP as auditors of the Company terminates at the conclusion of the annual general meeting. They have indicated their willingness to stand for
reappointment as auditors of the Company until the conclusion of the annual general meeting in 2020.
The Audit Committee has assessed the effectiveness,
independence and objectivity of the auditor, Ernst & Young LLP, and concluded that the auditors were in all respects effective.
Authorising and fixing the remuneration of the auditors
This resolution gives authority to the directors to determine the auditors
It is normal practice for shareholders to resolve at the annual general meeting that the directors shall decide on the level of
remuneration of the auditors for the audit work to be carried out by them in the next financial year. The amount of the remuneration paid to the auditors for the next financial year will be disclosed in the next audited accounts of the Company.
Resolution 6 Laying of accounts
required to present to shareholders at the annual general meeting, the annual accounts of the Company for the year ended 31 December 2018, the Strategic Report, the Directors Report and the Auditors Report on the accounts.
Resolution 7 Directors Remuneration Report
Shareholders are invited to cast their vote on the Directors Remuneration Report, in accordance with Section 439 of the Act. The Directors
Remuneration Report is set out on pages xx to xx of the Company s annual accounts and reports for the year ended 31 December 2018. The vote is advisory in nature and therefore no entitlement to remuneration is conditional on the passing of
Resolution 8 Authority to allot shares
The directors may only allot shares or grant rights over shares if authorised to do so by shareholders. The Board is seeking to renew the authority 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 640,000, such authority, unless previously revoked or varied by the Company, to expire at the
conclusion of the annual general meeting of the Company to be held in 2020.
The Company, in common with other similar sized biopharmaceutical companies,
intends to raise such additional funds as and when may be necessary to implement its business and operating plans. Failure to raise funds may delay research and development activities. In light of the Company s size and status as a pre-revenue generating company, the Board believes that equity financings are an appropriate method to support any potential future funding requirements. The Company believes that in the event of an equity
financing, having authority for the allotting or granting of rights to subscribe for the Company s shares without obtaining further shareholders approval and the disapplication of pre-emption rights
should allow the Company to raise funds more efficiently, on the best terms available and in a timely fashion.
Resolution 9 is a special resolution. This resolution will be passed if not less than 75% of the votes are cast in favour of it.
Resolution 9 Disapplication of pre-emption rights
The Act requires that if the Company issues new shares or grants rights to subscribe for or to convert any security into shares for cash, or sells any treasury
shares, it must first offer them to existing shareholders in proportion to their current holdings. In certain circumstances, it may be in the best interests of the Company to allot shares (or to grant rights over shares) for cash without first
offering them proportionately to existing shareholders. This cannot be done under the Act unless the shareholders have first waived their pre-emption rights.
Therefore this resolution, which will be proposed as a special resolution subject to the passing of Resolution 8, seeks to renew the authority to enable the
directors to allot equity securities without offering them first to existing shareholders in proportion to their current holdings up to an aggregate nominal amount of 640,000, being equal to approximately 49.6% of the Company s issued
share capital as at 24th May 2019 (being the latest practicable date prior to publication of this Notice).
Appendix: Directors Biographies
James Healy (Non-Executive Director, appointed March 2014)
James Healy has served as a member of our board of directors since March 2014.
Dr. Healy has also been a General Partner of Sofinnova Investments since 2000, and currently serves as a board director of Ascendis (ASND), Coherus
(CHRS), Iterum (ITRM), Natera (NTRA), ObsEva (OBSV) and Y-Mabs (YMAB).
Dr. Healy has previously served as a
board member of Amarin Corporation, Auris Medical Holding AG, Hyperion Therapeutics, Inc., InterMune, Inc., Anthera Pharmaceuticals, Inc., Durata Therapeutics, Inc., CoTherix, Inc., Movetis NV and several private companies.
Prior to 2000, Dr. Healy held various positions at Sanderling Ventures, Bayer Healthcare Pharmaceuticals (as successor to Miles Laboratories) and ISTA
Pharmaceuticals, Inc. Dr. Healy also currently serves on the board of directors of the U.S. National Venture Capital Association and the Biotechnology Industry Organization.
Dr. Healy holds an M.D. and a Ph.D. in Immunology from Stanford University School of Medicine and a B.A. in Molecular Biology and Scandinavian Studies
from the University of California, Berkeley.
Committee Membership: Audit Committee, Remuneration Committee
External Appointments: Ascendis (ASND); Coherus (CHRS); Iterum (ITRM); Natera (NTRA); ObsEva (OBSV) and, Y-Mabs
Rafa le Tordjman (Non-Executive Director, appointed November 2011).
Rafa le Tordjman has served as a member of our board of directors since November 2011.
Dr. Tordjman served as a Managing Partner at Sofinnova Partners, an independent venture capital firm based in Paris, where she specialised in life
sciences investments. She was with Sofinnova Partners from 2001 to 2017.
Dr. Tordjman currently serves as a director of ObsEva SA, a
biopharmaceutical company, and has previously served as a director of several biopharmaceutical or biotechnology companies, including: Lysogene, Ascendis Pharma A/S, DBV Technologies S.A., and Flexion Therapeutics, Inc. Dr Tordjman is also founder
and Chairman of W.I.T.H. (Women Innovating Together in Healthcare).
Previously, Dr. Tordjman was a research scientist at the Institut National de la
Sant et de la Recherche M dicale (INSERM) in Cochin Hospital, Paris, France. Before joining INSERM, Dr. Tordjman was a medical doctor specialising in clinical haematology and internal medicine.
Committee membership: Chair of Remuneration Committee
Appointments: ObsEva(OBSV); and Jeito.
Cyrille Leperlier (Non-Executive Director, appointed May 2018)
Dr Leperlier brings over 30 years of global drug development experience in the pharmaceutical and biotechnology industry. Most recently Dr Leperlier served as
Senior Scientific Advisor for Sanofi s Corporate Business Development and M&A Group. Prior to this Dr Leperlier served as Medical Director in Japan for Sanofi. He has a MD from University of Paris, and a Human Biology Masters degree.
Committee membership: None.