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NuCana plc (NASDAQ:NCNA) announced that the Company's previously disclosed plans to change the ratio of its American Depositary Shares ("ADSs") to its ordinary shares from one (1) ADS, representing one (1) ordinary share, to one (1) ADS representing twenty-five (25) ordinary shares (the "ADS Ratio") has been made effective. The ADS Ratio Change became effective on April 16, 2024 (the "Effective Date").
For the Company's ADS holders, the change in the ADS Ratio has the same effect as a one-for-twenty-five reverse ADS split and will have no impact on an ADS holder's proportional equity interest in the Company. The change in the ADS Ratio is intended to further support the liquidity in the Company's ADSs and to enable the Company to regain compliance with the Nasdaq minimum bid price requirement. The exchange of one (1) new ADS for twenty-five (25) then-held (existing) ADSs occurred automatically on the Effective Date, with the then-held ADSs being cancelled and new ADSs being issued by Citibank, N.A., the depositary bank (the "Depositary"). Registered holders of the Company's ADSs held in certificated form were required on a mandatory basis to surrender their certificated ADSs to the Depositary for cancellation and received one (1) new ADS in exchange for every twenty-five (25) existing ADSs then-held. Holders of uncertificated ADSs in the Direct Registration System (DRS) and the Depository Trust Company (DTC) had their ADSs cancelled and automatically exchanged, receiving one (1) new ADS for every twenty-five (25) existing ADS then-held. The Company's ADSs continue to be traded on the Nasdaq Capital Market under the ticker symbol "NCNA".
The ADS Ratio Change affects all shareholders uniformly and will not alter any shareholder's percentage interest in the Company's equity, except to the extent that the ratio change would have resulted in a shareholder owning fractional ADSs. No fractional new ADSs were issued in connection with the change in the ADS Ratio. Instead, fractional entitlements to new ADSs will be aggregated and sold by the Depositary, and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the Depositary.
As a result of the ADS Ratio Change, the ADS trading price is expected to increase proportionally, although the Company can give no assurance that the ADS trading price after the ADS Ratio Change will be proportionally equal to or greater than the previous ADS trading price prior to the change or that the Ratio Change will have any effect on the liquidity in the Company's ADSs.
Posted In: NCNA
