Form 424B3 - Prospectus [Rule 424(b)(3)] (2024)

17/06/2024 11:00am

Edgar (US Regulatory)

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-279994

PROSPECTUS

2,486,270,400 Ordinary Shares Representing 6,215,676American Depositary Shares

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This prospectus relates tothe resale from time to time, by the selling shareholders identified in this prospectus, of up to an aggregate of 2,486,270,400 ordinaryshares, nominal value £0.001 per share, or Ordinary Shares, of Biodexa Pharmaceuticals PLC, or the Company, represented by 6,215,676American Depositary Shares, or Depositary Shares, consisting of (1) 2,421,692,000 Ordinary Shares represented by 6,054,230 DepositaryShares, issuable upon the exercise of warrants issued in a May 2024 private placement, and (2) 64,578,400 Ordinary Shares representedby 161,446 Depositary Shares, issuable upon the exercise of warrant agent warrants issued in such private placement.

The selling shareholders areidentified in the table commencing on page 56. Each Depositary Share represents 400 Ordinary Shares. No Depositary Sharesare being registered hereunder for sale by us. We will not receive any proceeds from the sale of the Depositary Shares by the sellingshareholders. All net proceeds from the sale of the Ordinary Shares represented by Depositary Shares covered by this prospectus will goto the selling shareholders. However, we may receive proceeds from any exercise of warrants held by selling shareholders. See “Useof Proceeds.”

The selling shareholders maysell all or a portion of the Ordinary Shares represented by Depositary Shares from time to time in market transactions through any marketon which our Depositary Shares are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determinedby the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principalor by a combination of such methods of sale. See “Plan of Distribution.”

Our Depositary Shares arelisted on the NASDAQ Capital Market under the symbol “BDRX.” The last reported closing price of our Depositary Shares on theNASDAQ Capital Market on June 13, 2024 was $0.9810.

Investing in our securitiesinvolves risks. See “Risk Factors” beginning on page 7 of this prospectus for a discussion of the factors you shouldcarefully consider before deciding to purchase these securities.

Neither the Securitiesand Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectusis truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus isJune 14, 2024

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	Page

ABOUT THIS PROSPECTUS	1

PRESENTATION OF FINANCIAL AND OTHER INFORMATION	2

PROSPECTUS SUMMARY	3

RISK FACTORS	7

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	8

USE OF PROCEEDS	10

DIVIDEND POLICY	11

CAPITALIZATION	12

DESCRIPTION OF OFFERED SECURITIES AND SHARE CAPITAL	14

DESCRIPTION OF AMERICAN DEPOSITARY SHARES	35

TAXATION	49

SELLING SHAREHOLDERS	56

PLAN OF DISTRIBUTION	60

EXPENSES OF THE OFFERING	62

LEGAL MATTERS	62

EXPERTS	62

ENFORCEMENT OF CIVIL LIABILITIES	62

WHERE YOU CAN FIND MORE INFORMATION	63

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ABOUT THIS PROSPECTUS

This prospectus is part ofa registration statement that we filed with the Securities and Exchange Commission, or SEC. As permitted by the rules and regulationsof the SEC, the registration statement filed by us includes additional information not contained in this prospectus. You may read theregistration statement and the other reports we file with the SEC at the SEC’s website or its offices described below under theheading “Where You Can Find More Information”.

You should rely only on theinformation contained in this prospectus. We have not authorized any person to provide you with information different from that containedin this prospectus. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where theoffer or sale is not permitted. The information in this prospectus speaks only as of the date of this prospectus unless the informationspecifically indicates that another date applies, regardless of the time of delivery of this prospectus or of any sale of the securitiesoffered hereby. Our business, financial condition, results of operations, and prospects may have changed since that date. We do not takeany responsibility for, nor do we provide any assurance as to the reliability of, any information other than the information in this prospectus.Neither the delivery of this prospectus nor the sale of the Depositary Shares means that information contained in this prospectus is correctafter the date of this prospectus. You should not consider this prospectus to be an offer or solicitation relating to the securities inany jurisdiction in which such an offer or solicitation relating to the securities is not authorized. Furthermore, you should not considerthis prospectus to be an offer or solicitation relating to the securities if the person making the offer or solicitation is not qualifiedto do so, or if it is unlawful for you to receive such an offer or solicitation.

Unless the context specificallyindicates otherwise, references in this prospectus supplement to “Biodexa Pharmaceuticals PLC,” “Biodexa,” “theCompany,” “we,” “our,” “ours,” “us,” “the Group,” or similar terms referto Biodexa Pharmaceuticals PLC and its consolidated subsidiaries.

For investors outside the United States: Wehave not taken any action to permit a public offering of the Depositary Shares outside the United States or to permit the possession ordistribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectusmust inform themselves about and observe any restrictions relating to the offering of the Depositary Shares and the distribution of thisprospectus outside of the United States.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Ourfinancial statements are prepared in accordance with International Financial Reporting Standards, as issued by the International AccountingStandards Board. We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figuresshown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

Weprepare our consolidated financial statements in British pounds sterling. Except as otherwise stated, all monetary amounts in this prospectusare presented in British pounds sterling.

In this prospectus, unlessotherwise specified or the context otherwise requires:

“$” and “U.S.dollar” each refer to the United States dollar (or units thereof);and

“£,” “pence” and “p” each refer to the British pound sterling(or units thereof).

On March 27, 2023, followingshareholder approval, we effected a one-for-20 reverse split of our ordinary shares, nominal value £0.02 per share, or OrdinaryShares, and our Ordinary Shares began trading on AIM, a market operated by the London Stock Exchange plc, or AIM, on a split-adjustedbasis as of such date. No fractional shares were issued in connection with the reverse stock split. On March 24, 2023, our shareholdersapproved the cancellation of admission of our Ordinary Shares on AIM and this cancellation became effective on April 26, 2023.

Concurrently with the reversesplit, and in order to continue meeting The NASDAQ Stock Market LLC’s, or NASDAQ, minimum 500,000 publicly held shares requirementpursuant to Rule 5550(a)(4), on March 27, 2023 we effected a ratio change in the number of Ordinary Shares represented by our Americandepositary shares, or Depositary Shares, from 25 Ordinary Shares per Depositary Share to five Ordinary Shares per Depositary Share.

On June 14, 2023, we heldour annual general meeting of shareholders, or June AGM, and our shareholders passed resolutions, among other procedural items, to approvethe allotment of, and disapplication of pre-emption rights in respect of, up to 7.0 billion Ordinary Shares, or Shareholder Approval.On June 14, 2023, we also held a general meeting of shareholders, or June GM, and our shareholders passed resolutions to (x)(i) re-designateour deferred shares into A Deferred Shares, or the Re-Designation, and (ii) subdivide our Ordinary Shares of £0.02 nominal valueeach into one ordinary share of £0.001 nominal value and 19 B Deferred Shares of £0.001 nominal value each, each the Subdivision,which became effective on June 15, 2023 and (y) adopt new articles of association, or the Articles of Association, which make consequentialamendments to the existing articles of association of the Company to reflect the Re-Designation and the Subdivision, together with certainother changes to reflect that the Ordinary Shares are no longer admitted to trading on AIM. As is standard for deferred shares, each BDeferred Share has very limited rights and is effectively valueless. The B Deferred Shares have the rights and restrictions as set outin the Articles of Association and do not entitle the holder thereof to receive notice of or attend and vote at any general meeting ofthe Company or to receive a dividend or other distribution.

On July 5, 2023, and in aneffort to bring our Depositary Share price into compliance with NASDAQ’s minimum bid price per share requirement, we effected aratio change in the number of Ordinary Shares represented by our Depositary Shares from five Ordinary Shares per Depositary Share to 400Ordinary Shares per Depositary Share. No fractional Depositary Shares were issued.

The change in the number ofOrdinary Shares resulting from the reverse stock split and change in the number of Depositary Shares (and the underlying Ordinary Shares)resulting from the change in ratio, including any changes resulting from fractional Depositary Shares not being issued to holders in connectionwith the Depositary Share ratio change, has been applied retroactively to all share and per share amounts presented in this prospectus,to the extent applicable. As a result of retroactively applying changes resulting from fractional Depositary Shares not being issued toholders in connection with the Depositary Share ratio change, the amount of Ordinary Shares issued in prior transactions may not equalthe amount of Depositary Shares such Depositary Shares are currently exercisable for.

MARKET AND INDUSTRY DATA

Market data and certain industrydata and forecasts used throughout this prospectus were obtained from sources we believe to be reliable, including market research databases,publicly available information, reports of governmental agencies, and industry publications and surveys. We have relied on certain datafrom third-party sources, including internal surveys, industry forecasts, and market research, which we believe to be reliable based onour management's knowledge of the industry. While we are not aware of any misstatements regarding the industry data presented in thisprospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussedunder the heading “Risk Factors” and elsewhere in this prospectus.

Solelyfor convenience, the trademarks and trade names in this prospectus may be referred to without the ® and ™ symbols, but suchreferences should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicablelaw, their rights thereto. The trademarks, trade names and service marks in this prospectus are the property of their respective owners.

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PROSPECTUS SUMMARY

This summary highlightsselected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the informationthat may be important to you. You should carefully read this prospectus, including the documentsincorporated by reference, which are described under “Where You Can Find Additional Information” and “Incorporationof Certain Information by Reference” in this prospectus. You should also carefully consider the matters discussed in the sectionin this prospectus entitled “Risk Factors.”

Our Business

Weare a clinical stage biopharmaceutical company developing a pipeline of innovative products for the treatment of diseases with unmet medicalneeds, including familial adenomatous polyposis, or FAP, non-muscle invasive bladder cancer, or NMIBC, type 1 diabetes, or T1D, and rare/orphancancers of the brain.

InApril 2024 we licensed eRapa™, a proprietary formulation of rapamycin, from Rapamycin Holdings, Inc. d/b/a Emtora Biosciences, Inc.,or Emtora. Rapamycin is an mTOR inhibitor. As a central regulator of cell metabolism, growth, proliferation and survival, the mTOR pathwayis activated during various cellular processes including tumor formation and angiogenesis. Through the use of nanotechnology and pH sensitivepolymers, eRapa is designed to address the poor bioavailability, variable pharmaco*kinetics and toxicity generally associated with thecurrently available forms of rapamycin. An ongoing Phase 2 study of eRapa in NMIBC is scheduled to report results in mid-2025.

Tolimidoneis a selective activator of the enzyme lyn kinase which increases phosphorylation of insulin substrate -1, thereby amplifying the signalingcascade initiated by the binding of insulin to its receptor. Lyn kinase modulates key intracellular functions such as proliferation, differentiation,apoptosis, migration and metabolism. In fat cells, lyn kinase increases utilization of insulin, thus decreasing blood sugar without havingan effect on insulin production. In pancreatic islets, activation of lyn kinase promotes beta cell survival and proliferation, whereasits inhibition leads to cell death, prevents proliferation and precipitates diabetes. We are developing tolimidone for T1D and are inthe process of initiating a Phase 2a dose confirming study.

MTX110,which is being studied in aggressive rare/orphan brain cancer indications including recurrent glioblastoma, diffuse midline glioma, orDMG, and medulloblastoma, is a liquid formulation of the histone deacetylase, panobinostat. Our proprietaryformulation enables deliveryof the product via convection-enhanced delivery at potentially chemotherapeutic doses directly to the site of the tumor, by-passing theblood-brain barrier and avoiding systemic toxicity. We have recruited the first cohort of patients in an ongoing Phase 1 study of MTX110in recurrent glioblastoma. We have completed and announced the results of two Phase 1 studies in DMG. There is an ongoing Phase 1 investigator-initiatedtrial in medulloblastoma.

Ourclinical assets are supported by three proprietary drug delivery technologies focused on improving bio-delivery and bio-distribution ofdrugs through either sustained delivery (Q-Sphera^TM), direct delivery (MidaSolve^TM), or targeted delivery (MidaCore^TM):

Our Q-Spheraplatform: Our disruptive polymer microsphere microtechnologyis used for sustained delivery to prolong and control the release of therapeutics over an extended period of time, from weeks to months.

Our MidaSolve platform: Our innovative oligosaccharide nanotechnologyis used to solubilize drugs so that they can be administered in liquid form directly and locally into tumors.

MidaCore platform: Our gold nanoparticle nanotechnology is usedfor targeting sites of disease by using either chemotherapeutic agents or immunotherapeutic agents.

We are currently focused on our clinical stage assets and there areno active research and development programs based on our drug delivery technologies.

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Recent Developments

Warrant Inducement

OnMay 22, 2024, we entered into letter agreements, or the Warrant Agreements, with certain accredited investors, collectively referred toas the Holders, that were holders of an aggregate of 1,572,674 of our outstanding Series E warrants exercisable for $2.20 per DepositaryShare, or Series E Warrants, and an aggregate of 2,463,477 of our outstanding Series F warrants exercisable for $2.20 per Depositary Share,or Series F Warrants, issued on December 21, 2023. Pursuant to the Warrant Agreements, the Holders agreed to exercise the Series E Warrantsand Series F Warrants, as applicable, at a reduced exercise price of $1.50 per Depositary Share; provided that the Warrant Agreementsprovide that in the event that any warrant exercise would otherwise cause a holder to exceed the beneficial ownership limitation set forthin the applicable warrants, we would only issue such number of shares to such holder that would not cause such holder to exceed the maximumnumber of shares permitted thereunder, with the balance to be held in abeyance for the benefit of such holder until notice from such holderthat the balance (or portion thereof) may be issued in compliance with such limitation, which abeyance is evidenced through the warrantswhich shall be deemed prepaid thereafter (including the payment in full of the exercise price), and exercised pursuant to a notice ofexercise (provided no additional exercise price shall be due and payable). Upon closing of the transaction on May 24, 2024, or the Closing,we issued 3,104,566 Depositary Shares to the Holders, with the remaining 931,585 Depositary Shares remaining unissued but held in abeyanceuntil we receive notice from the holders that the remaining shares may be issued in compliance with the beneficial ownership limitation.The 931,585 shares held in abeyance were not issued following the warrant exercise as the Warrant Agreements prohibit us from issuingthe abeyance shares because doing so would violate the beneficial ownership limitation contained in the Warrant Agreements. The WarrantAgreements require that the abeyance shares instead be held in abeyance and evidenced by the existing warrants. Abeyance means being withoutor waiting for an owner. Since the exercise price has been paid, but the abeyance shares were not issued and the existing warrants continueto evidence the right to the abeyance shares, the existing warrants had effectively become a “prefunded warrant” and the abeyanceshares may only be issued by us to the Holders of the existing warrants if the Holders notify us that the issuance may occur without violationof the beneficial ownership limitation.

Inconsideration for the immediate exercise of the Series E Warrants and/or Series F Warrants for cash, we issued one replacement warrantfor each Series E Warrant exercised, or the Series G Warrants, and one replacement warrant for each Series F Warrant exercised, or theSeries H Warrants, and collectively with the Series G Warrant, the Replacement Warrants.

TheReplacement Warrants were exercisable immediately and expire after five years, for the Series G Warrants, and one year, for the SeriesH Warrants, from the date of issuance. The registration statement of which this prospectus forms a part includes the Ordinary Shares (representedby Depositary Shares) issuable upon exercise of the Replacement Warrants, as well as the Ordinary Shares (represented by Depositary Shares)received upon exercise of the Series E Warrants and Series F Warrants.

Ladenburg Thalmann Inc. &Co., or Ladenburg,acted as warrant inducement agent and financial advisor in connection with the transaction and received a cashfee of 8.0% of the gross proceeds and reimbursem*nt of certain expenses. We also issued to Ladenburg and certain designees of Ladenburgwarrants for purchase of an aggregate of 161,446 Depositary Shares at an exercise price of $2.50, or the Warrant Agent Warrants. The registrationstatement of which this forms a part includes the Depositary Shares issuable upon exercise of these warrants.

We received gross proceedsof approximately $6.05 million from the warrant exercise, prior to deducting the warrant inducement agent fees and other expenses.

License and Collaboration Agreement

On April 25, 2024, we enteredinto a license and collaboration agreement, or the License Agreement, with Emtora, relating to the license of eRapa, an oral product formulationof rapamycin (sirolimus), or the Product, for use in the prevention, treatment, diagnosis, detection, monitoring and/or predispositiontesting of all diseases, states or conditions in humans, or the Field, that includes the nanoparticle and enteric coated finished pharmaceuticalformulations developed at any time by Emtora and its affiliates, or the License. Under the License, we obtained from Emtora an exclusive,worldwide, sublicensable right to develop, manufacture, commercialize, or otherwise exploit products containing rapamycin (sirolimus)in the Field. Pursuant to the terms of the License Agreement, the Company and Emtora will establish a joint development committee, consistingof two designees of the Company and two designees of Emtora.

As consideration for the License,we made an upfront payment to Emtora in the form of 378,163 of our Depositary Shares (equal to five percent (5%) of our outstanding OrdinaryShares, calculated on a fully-diluted basis (including in-the-money warrants)). In addition, we are also responsible for up to $31.5 millionin sales milestones within the first six months of commercial sale of a first-approved indication of eRapa in certain markets, with decreasingmilestones for subsequent approvals for additional indications. There is also a one-time $10.0 million milestone payable upon cumulativenet sales of $1.0 billion. Further, we are also obligated to pay Emtora single digit tiered royalties on net sales of eRapa, in additionto honoring Emtora’s legacy royalty obligations and paying Emtora fees related to income derived from sublicensing and the partneringof eRapa. In addition, effective as of the closing of the License Agreement, a promissory note previously issued by Emtora in favor ofthe Company in the amount of $250,000 was forgiven. We also made an additional $500,000 cash payment to Emtora to be used exclusivelyfor a match to an advance from the Cancer Prevention and Research Institute of Texas.

Upon any change of controlof the Company (as defined in the License Agreement), we shall issue Emtora a warrant exercisable for 1,604,328 Depositary Shares, whichmay only be exercised upon such change of control.

The License Agreement alsoprovides us with the exclusive option to acquire all of the capital stock of Emtora at a purchase price on commercially reasonable termsduring the period beginning with the filing of a New Drug Application, or NDA, for the Product with the U.S. Food and Drug Administration,or the FDA, and ending 90 days after acceptance of the filing of the NDA by the FDA.

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eRapaDevelopments

On May 21, 2024, we announcedsix month data from a Phase 2 study of eRapa in FAP that were presented on the same day at the Digestive Disease Weekly scientific conferencein Washington D.C. Thirty patients were enrolled into the open-label study (NCT04230499) in three cohorts of10 patients each: 0.5mg every other day, 0.5mg daily every other week, and 0.5mg daily. eRapa appeared to be safe and generally well-toleratedwith two grade 3 and zero grade 4 or grade 5 related serious adverse events. An overall 24% reduction in mean overall polyp burden, asmeasured by the sum of all poly diameters, compared with baseline was observed (p=0.04) and an overall non-progression rate of 83% aftersix months of treatment.

Our Corporate Information

Ourprincipal executive offices are located at 1 Caspian Point, Caspian Way, Cardiff, CF10 4DQ, United Kingdom. The telephone number at ourprincipal executive office is +44 29 20480 180. Our corporate website is located at www.biodexahpharma.com. Information contained on ourwebsite is not part of, or incorporated in, this prospectus. Our authorized representative in the United States is Donald J. Puglisi ofPuglisi and Associates. Our agent for service in the United States is Donald J. Puglisi of Puglisi and Associates, located at 850 LibraryAvenue, Suite 204, Newark, Delaware 19711. Our Depositary Shares are traded on the NASDAQ Capital Market under the symbol “BDRX”

Implications of Being a Foreign Private Issuer

We are incorporated as a publiclimited company in England and Wales, are we are deemed to be a “foreign private issuer” for the purposes of the reportingrules under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In our capacity as a foreign private issuer, we areexempt from certain rules under the Exchange Act that would otherwise apply if we were a company incorporated in the United States, including:

the requirement to file periodic reports and financial statements with the SEC as frequently or as promptlyas United States companies with securities registered under the Exchange Act;

the requirement to file financial statements in accordance with accounting principles generally acceptedin the United States, or U.S. GAAP;

the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations;and

the requirement to comply with Regulation FD, which imposes certain restrictions on the selective disclosureof material information.

In addition, our officers,directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our Ordinary Shares. Accordingly,an investor may receive less information about us that it would receive about a public company incorporated in the United States.

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The Offering

Depositary Shares offered by the Selling Shareholders		An aggregate of 2,486,270,400 Ordinary Shares of the Company represented by 6,215,676 Depositary Shares, consisting of (1) 943,604,800 Ordinary Shares represented by 2,359,012 Depositary Shares, issuable upon the exercise of Series G Warrants, (2) 1,478,087,200 Ordinary Shares represented by 3,695,218 Depositary Shares, issuable upon the exercise of Series H Warrants,and (3) 64,578,400 Ordinary Shares represented by 161,446 Depositary Shares, issuable upon the exercise of Warrant Agent Warrants, all issued at the Closing. The selling shareholders are identified in the table commencing on page 148.

Total Ordinary Shares outstanding immediately prior to this offering		3,626,112,922 Ordinary Shares (including those represented by Depositary Shares).

Total Ordinary Shares to be outstanding immediately after this offering		6,112,383,322 Ordinary Shares (including those represented by Depositary Shares), assuming all warrants are exercised in full.

Depositary Shares		Each Depositary Share represents 400 Ordinary Shares. The depositary (through its custodian) will hold the Ordinary Shares underlying your Depositary Shares. You will have rights as provided in the deposit agreement among us, JPMorgan Bank Chase Bank, N.A., as depositary, and all owners and holders from time to time of Depositary Shares issued thereunder. You may, among other things, cancel your Depositary Shares and withdraw the underlying Ordinary Shares against a fee paid to the depositary (which may be reimbursable by the Company). In certain limited instances described in the deposit agreement, we may amend or terminate the deposit agreement without your consent. If you continue to hold your Depositary Shares, you agree to be bound by the terms of the deposit agreement then in effect. To better understand the terms of the Depositary Shares and the deposit agreement, including applicable fees and charges, you should carefully read “Description of American Depositary Shares” in this prospectus. You should also read the deposit agreement, which is an exhibit to the registration statement that includes this prospectus.

Depositary		JPMorgan Chase Bank, N.A.

Use of proceeds		We will not receive any proceeds from the sale of the Ordinary Shares represented by Depositary Shares by the selling shareholders. All net proceeds from the sale of the Ordinary Shares represented by Depositary Shares covered by this prospectus will go to the selling shareholders. However, we will receive the proceeds from any exercise of the warrants exercised for cash. See the section of this prospectus titled “Use of Proceeds.”

Risk factors		You should read the “Risk Factors” section starting on page 7 of this prospectus for a discussion of factors to consider before deciding to invest in our securities.

Dividend policy		We have never declared or paid any cash dividends to our shareholders, and we currently do not expect to declare or pay any cash dividends in the foreseeable future. See “Dividend Policy.”

Listing		Our Depositary Shares are listed on the NASDAQ Capital Market under the symbol “BDRX.”

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RISK FACTORS

Our business has significantrisks. In addition to the other information included in this annual report, including the matters addressed in the section of the annualreport entitled “Cautionary Note Regarding Forward-Looking Statements” and in our financial statements and the related notes,you should consider carefully the risks described below. The risks and uncertainties described below are not the only risks and uncertaintieswe may face. Additional risks and uncertainties not presently known to us, or that we currently consider immaterial could also negativelyaffect our business, financial condition, results of operations, prospects, profits and stock prices. If any of the risks described belowactually occur, our business, financial condition, results of operations, prospects, profits and stock prices could be materially adverselyaffected.

The sale of a substantial amount ofour Ordinary Shares (represented by Depositary Shares), including resale of the Ordinary Shares (represented by Depositary Shares) issuableupon the exercise of the warrants held by the selling shareholders in the public market, could adversely affect the prevailing marketprice of our Ordinary Shares and/or Depositary Shares.

Weare registering for resale 2,486,270,400 Ordinary Shares represented by 6,215,676 Depositary Shares held by the selling shareholders,including shares issuable upon the exercise of warrants held by the selling shareholders. Sales of substantial amounts of our OrdinaryShares and/or Depositary Shares in the public market, or the perception that such sales may occur, could adversely affect the market priceof our Ordinary Shares and/or Depositary Shares. We cannot predict if and when selling shareholders may sell such shares in the publicmarkets. Furthermore, in the future, we may issue additional Ordinary Shares (including Ordinary Shares represented by Depositary Shares).Any such issuance could result in substantial dilution to our existing shareholders and could cause our share price to decline.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains certainforward-looking information about the Company that is intended to be covered by the safe harbor for “forward-looking statements”provided by the Private Securities Litigation Reform Act of 1995. These statements may be made directly in this prospectus or may be incorporatedinto this prospectus by reference to other documents. Our representatives may also make forward-looking statements. Forward-looking statementsare statements that are not historical facts. Words such as “expect,” “believe,” “will,” “may,”“anticipate,” “plan,” “estimate,” “intend,” “should,” “can,” “likely,”“could” and similar expressions are intended to identify forward-looking statements. Forward-looking statements appear ina number of places throughout this prospectus and include statements regarding our intentions, beliefs, assumptions, projections, outlook,analyses or current expectations concerning, among other things, our intellectual property position, success integrating acquisitions,research and development projects, results of operations, cash needs, capital expenditures, financial condition, liquidity, prospects,growth and strategies, regulatory approvals and clearances, the markets and industry in which we operate and the trends and competitionthat may affect the markets, industry or us.

These forward-looking statementsare based on currently available competitive, financial and economic data together with management’s views and assumptions regardingfuture events and business performance as of the time the statements are made and are subject to risks and uncertainties. We wish to cautionyou that there are some known and unknown factors that could cause actual results to differ materially from any future results, performanceor achievements expressed or implied by such forward-looking statements, including but not limited to risks related to:

our requirement for additional financing and our ability to continue as a going concern;

our estimates regarding losses, expenses, future revenues, capital requirements and needs for additionalfinancing;

our ability to successfully develop, test and partner with a licensee to manufacture or commercializeproducts for conditions using our technology platforms;

the successful commercialization and manufacturing of our any future product we may commercialize or license;

the success and timing of our preclinical studies and clinical trials;

shifts in our business and commercial strategy;

the filing and timing of regulatory filings, including Investigational New Drug applications, with respect to any of our product candidatesand the receipt of any regulatory approvals;

the anticipated medical benefits of our product candidates;

the difficulties in obtaining and maintaining regulatory approval of our product candidates, and the labelingunder any approval we may obtain;

the success and timing of the potential commercial development of our product candidates and any productcandidates we may acquire in the future, including eRapa, tolimidone and MTX110;

our plans and ability to develop and commercialize our product candidates and any product candidates wemay acquire in the future;

the ability to manufacture products in third-party facilities;

the rate and degree of market acceptance of any of our product candidates;

the successful development of our commercialization capabilities, including our internal sales and marketingcapabilities;

obtaining and maintaining intellectual property protection for our product candidates and our proprietarytechnology;

the success of competing therapies and products that are or become available;

the success of any future acquisitions or other strategic transactions;

the difficulties of integrating the business of any future acquisitions into our own;

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cybersecurity and other cyber incidents;

industry trends;

the impact of government laws and regulations;

regulatory, economic and political developments in the United Kingdom, the European Union, the UnitedStates and other foreign countries, including any impact from the United Kingdom leaving the European Union;

the difficulties doing business internationally;

the ownership of our Ordinary Shares and Depositary Shares;

our ability to continue to meet the listing criteria required to remain listed on the NASDAQ Capital Market;

our ability to recruit or retain key scientific or management personnel or to retain our senior management;

the impact and costs and expenses of any litigation we may be subject to now or in the future;

the performance of third parties, including joint venture partners, our current sales force, our collaborators,third-party suppliers and parties to our licensing agreements; and

other risks and uncertainties, including those described in “Risk Factors” in thisprospectus.

Any forward-looking statementsthat we make in this prospectus speak only as of the date of such statement, and we undertake no obligation to update such statementsto reflect events or circ*mstances after the date of this prospectus or to reflect the occurrence of unanticipated events. Comparisonsof results for current and any prior periods are not intended to express any future trends or indications of future performance, unlessexpressed as such, and should only be viewed as historical data. You should, however, review the factors and risks we describe in thereports we will file from time to time with the SEC after the date of this prospectus. See “Where You Can Find More Information.”

You should also read carefullythe factors described in “Risk Factors” in this prospectus, as well as elsewhere in this prospectus, to better understandthe risks and uncertainties inherent in our business and underlying any forward-looking statements. As a result of these factors, we cannotassure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statementsprove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements,you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives andplans in any specified timeframe, or at all.

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USE OF PROCEEDS

Wewill not receive any proceeds from the sale or other disposition of the Ordinary Shares represented by Depositary Shares by the sellingshareholders pursuant to this prospectus. Upon any exercise of the warrants for cash, the applicable selling shareholder would pay usthe exercise price set forth in the applicable warrant.

We expect that the sellingshareholders will sell their Ordinary Shares represented by Depositary Shares as described under “Plan of Distribution.”

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DIVIDEND POLICY

Sinceinception, we have never declared or paid any cash dividends on our Ordinary Shares and do not anticipate paying any cash dividends onour Ordinary Shares or the Depositary Shares in the foreseeable future. We intend to retain all available funds and any future earningsto fund the development and expansion of our business. As a result, investors in the Ordinary Shares and Depositary Shares will benefitin the foreseeable future only if the Ordinary Shares and Depositary Shares appreciate in value.

Anydetermination to pay dividends in the future would be at the discretion of our Board of Directors and will depend upon our results ofoperations, cash requirements, financial condition, contractual restrictions, and any future debt agreements and is subject to compliancewith applicable laws, including the United Kingdom Companies Act of 2006, or the Companies Act, which requires English companies to haveprofits available for distribution equal to or greater than the amount of the proposed dividend.

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CAPITALIZATION

The following table sets forthour capitalization as of December 31, 2023:

on an actual basis; and

on a pro forma as-adjusted basis to give effect to (i) the transactions contemplated by the License Agreement,and (2) the transactions contemplated by the Warrant Agreements, after deducting the placement agent fees and estimated offering expensesand no exercise of any warrants issued in such private placement.

The adjusted amounts shownbelow are unaudited and represent management’s estimate. You should read this table in conjunctionwith the section of this prospectus under the caption “Use of Proceeds” and our consolidated financial statements andother financial information included or incorporated by reference in this prospectus.

(£ in thousands)
	As of December 31, 2023
	Actual		Pro Forma As-Adjusted (unaudited) (1)

Cash and cash equivalents		5,971		10,144
Borrowings, non-current		295		295
Total equity		4,678		9,051
Total capitalization		4,973		9,346

(1)

All proceeds from the sale of the securities have been reflected within Total equity for purposes of thistable. We will be required to complete an assessment of the accounting and valuation for such instruments, which may result in a portionof the proceeds being classified outside of Total equity and remeasured to fair value each reporting period (if liability-classified instruments).Such assessment will be completed in connection with the preparation of our consolidated financial statements for the period in whichthe sales occur.

The table above does not include,as of December 31, 2023:

111,590 Ordinary Shares issuable upon the exercise of stock options outstanding under our equity incentive plans at a weighted-averageexercise price of £5.24 per share;

128 Ordinary Shares issuable upon the exercise of stock options assumed in connection with the acquisition of DARA BioSciences, Inc.,or DARA, at a weighted average exercise price of $1,238.35 per share;

warrants, issued to Armistice Capital LLC in an October 2019 private placement, exercisable for 375 Depositary Shares (representing150,000 Ordinary Shares) at an exercise price of $320.00 per Depositary Share;

warrants, issued to the placement agent in connection with an October 2019 private placement, exercisable for 17 Depositary Shares(representing 6,800 Ordinary Shares) at an exercise price of $10,000.00 per Depositary Share;

warrants, issued to Armistice Capital LLC in a May 2020 private placement, exercisable for 406 Depositary Shares (representing 162,400Ordinary Shares) at an exercise price of $320.00 per Depositary Share;

warrants, issued to various investors in a May 2020 private placement, exercisable for 415 Depositary Shares (representing 166,000Ordinary Shares) at an exercise price of $3,280.00 per Depositary Share;

warrants, issued to the placement agent in connection with the May 2020 private placement, exercisable for 17 Depositary Shares (representing6,800 Ordinary Shares) at an exercise price of $3,300.00 per Depositary Share;

warrants, issued in a May 2020 placing in the United Kingdom, exercisable for 349,600 Ordinary Shares, at an exercise price of £6.80per share;

warrants, issued in August 2022, exercisable for 16,400 Ordinary Shares, at an exercise price of £2.70 per Ordinary Share;

warrants, issued in February 2023 to the placement agent in connection with a December 2022 registered direct offering, exercisablefor 49 Depositary Shares (representing 19,600 Ordinary Shares) at an exercise price of $400.00 per Depositary Share;

warrants, issued in February 2023 to the placement agent in connection with a February 2023 private placement, exercisable for 1,293Depositary Shares (representing 517,200 Ordinary Shares) at an exercise price of $232.00 per Depositary Share;

Series D warrants, issued in June 2023, or the Series D Warrants, exercisable for 276,689 Depositary Shares (representing 110,675,600Ordinary Shares), at an exercise price of $16.00 per Depositary Share;

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warrants, issued in June 2023, to the placement agent, or the May 2023 Placement Agent Warrants, in connectionwith a May 2023 registered direct offering, or May 2023 Registered Direct Offering, exercisable exercisable for 11,067 Depositary Shares(representing 4,426,800 Ordinary Shares), at an exercise price of $15.00 per Depositary Share;

Pre-funded warrants (including registered pre-funded warrants, or the December 2023 Public Offering Pre-FundedWarrants, and unregistered pre-funded warrants, or the December 2023 Private Placement Pre-Funded Warrants), Series E warrants, or SeriesE Warrants, and Series F warrants, or Series F Warrants, issued in a December 2023 underwritten public offering, or the December PublicOffering, and in December 2023 private placements, or the December Private Placements, exercisable for an aggregate of 10,186,352 DepositaryShares (representing 4,074,540,800 Ordinary Shares), at an exercise price of $0.0001, $0.0001, $2.20 and $2.20 per Depositary Share, respectively;

warrants, issued in December 2023 to the underwriter in connection with a December Public Offering, or the December 2023 UnderwriterWarrants, exercisable for 120,002 Depositary Shares (representing 48,000,800 Ordinary Shares) at an exercise price of $2.50 per DepositaryShare; and

warrants issuable in connection with this offering.

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DESCRIPTION OF OFFERED SECURITIES AND SHARECAPITAL

The following describesour issued share capital, summarizes the material provisions of our Articles of Association and highlights certain differences in corporatelaw in the United Kingdom and the United State. This description of our share capital and summary of our Articles of Association is notcomplete, and is qualified by reference to our Articles of Association. You should read our Articles of Association, which are filed asan exhibit to the registration statement of which this prospectus forms a part, for the provisions that are important to you.

General

We are a public limited companyorganized under the laws of England and Wales under registered number 09216368. Our registered office is 1 Caspian Point, Caspian Way,Cardiff, CF10 4DQ, United Kingdom. The principal legislation under which we operate and our shares are issued is the United Kingdom CompaniesAct of 2006, or the Companies Act.

Issued Share Capital

Our issued share capital asof May 31, 2024 was 3,626,112,922. Each Ordinary Share has a nominal value £0.001 per share. Each issued Ordinary Share is fullypaid. We currently have 1,000,001 A Deferred Shares, 4,063,321,418 B Deferred Shares and no preference shares in our issued share capital.

There is no limit to the numberof Ordinary Shares or preference shares that we are authorized to issue, as the concept of authorized capital is no longer applicableunder the provisions of the Companies Act. There are no conversion rights, redemption provisions or sinking fund provisions relating toany Ordinary Shares.

We are not permitted underEnglish law to hold our own Ordinary Shares unless they are repurchased by us and held in treasury. We do not currently hold any of ourown Ordinary Shares.

History of Share Capital

On July 6, 2021, we issued1,754,386 Ordinary Shares at £5.70 per share to certain non-U.S. investors in a placing in the United Kingdom for aggregate grossproceeds of £10.0 million.

On March 22, 2022, we issuedone Ordinary Share upon the exercise of one warrant issued in February 2019 to a certain institutional investor at an exercise price of£200 per share.

OnMay 3, 2022, we issued 1,250 Ordinary Shares to be purchased under the Share Incentive Plan at £0.02 per share to the trust of theShare Incentive Plan.

OnAugust 3, 2022, we issued warrants to purchase 16,666 Ordinary Shares to a certain institutional investor at an exercise price of £2.70per share.

OnSeptember 26, 2022, we effected a ratio change to the Depositary Shares, pursuant to which the ratio of Ordinary Shares to DepositaryShares was changed such that one Depositary Share represented 25 Ordinary Shares. Our Ordinary Shares were not affected by this changeand no fractional Depositary Shares were issued.

OnDecember 16, 2022, we sold to an institutional investor 492,400 Ordinary Shares represented by 1,231 Depositary Shares in a registereddirect offering at $320.00 per Depositary Share, resulting in gross proceeds of approximately $0.4 million.

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OnFebruary 15, 2023, we completed the closing of a private placement, or the February Private Placement, pursuant to which we sold to certaininstitutional investors (1) 3,250,000 Ordinary Shares represented by 8,125 Depositary Sharesat $185.60 per Depositary Share, (2)12,931,020 Ordinary Shares represented by 32,327 Depositary Shares, issuable upon the exercise of Series A Warrants issued in the FebruaryPrivate Placementat an exercise price of $214.40 per warrant, (3) 19,396,400 Ordinary Shares represented by 48,491 Depositary Shares,issuable upon the exercise of Series B Warrants issued in the February Private Placementat an exercise price of $214.40 per warrant,and (4) 62,184,525 Ordinary Shares represented by 155,461 Depositary Shares, issuable upon the exercise of pre-funded warrants issuedin the February Private Placementat an exercise price of $0.032 per warrant, for aggregate gross proceeds of approximately $6.0million. We also issued unregistered warrants to the placement agent in the offering, or the February Placement Agent Warrants, to purchasea total of 536,800 Ordinary Shares represented by 1,342 Depositary Shares to the placement agent at an exercise price of $400.00 per warrantfor 49 warrants and an exercise price of $232.00 per warrant for 1,293 warrants, and Series A Warrants to purchase 625,000 Ordinary Sharesrepresented by 1,562 Depositary Sharesat an exercise price of $214.40 per warrantto an investor pursuant to a waiver.

OnMarch 27, 2023, following shareholder approval, we effected a one-for-20 reverse split of our Ordinary Shares, and our Ordinary Sharesbegan trading on AIM on a split-adjusted basis as of such date. No fractional shares were issued in connection with the reverse stocksplit.

Concurrentlywith the reverse split, and in an effort to bring the Depositary Shares price into compliance with NASDAQ’s minimum requirementfor 500,000 listed Depositary Shares, on March 27, 2023, we effected a ratio change in the number of our Ordinary Shares represented bythe Depositary Shares from 25 Ordinary Shares per Depositary Share to five Ordinary Shares per Depositary Share. No fractional DepositaryShares were issued.

BetweenMarch 27, 2023 and May 31, 2024, we have issued 95,137,075 Ordinary Shares upon the exercise of 237,841 pre-funded warrants, Series AWarrants and Series B Warrants issued in the February Private Placement.

OnMay 26, 2023, we completed the closing of the May 2023 Registered Direct Offering with institutional investors of (1) 166,017,700 OrdinaryShares represented by 415,044 Depositary Shares, issuable upon the exercise of the Series C warrants, or Series C Warrants, at an exerciseprice of $16.00 per warrant, (2) 110,675,600 Ordinary Shares represented by 279,689 Depositary Shares issuable upon the exercise of theSeries D Warrants at an exercise price of $16.00 per warrant and, (3) 4,426,800 Ordinary Shares represented by 11,067 Depositary Sharesissuable upon the exercise of warrants issued to the placement agent in the offering at an exercise price of $15.00 per warrant.

OnJune 20, 2023, we issued the Series C Warrants, Series D Warrants and warrants issued to the placement agent after receiving requiredshareholder approval of the allotment of, and disapplication of pre-emption rights with respect to the Ordinary Shares to be issued underthe warrants at our June GM.

BetweenJune 20, 2023, and May 31, 2024, we have issued 166,017,700 Ordinary Shares upon the exercise of 415,044 Series C Warrants issued in theMay 2023 Registered Direct Offering.

OnJuly 5, 2023, we effected a ratio change to the Depositary Shares, pursuant to which the ratio of Ordinary Shares to Depositary Shareswas changed such that one Depositary Share represented 400 Ordinary Shares. Our Ordinary Shares were not affected by this change and nofractional Depositary Shares were issued.

On November 22, 2023, we enteredinto a series of agreements with (1)Adhera Therapeutics, Inc. and certain of its secured noteholders,or the Secured Noteholders,including an Assignment and Exchange Agreement, and (1) Melior,including the Melior License. On December 21, 2023, in connection with the closing under the agreements, we issued (A) an aggregate of(i) 224,947 Depositary Shares to certain of the Secured Noteholders and (ii) 2,275,050 pre-funded warrants to purchase Depositary Sharesto certain of the Secured Noteholders, and (B) 354,428 Depositary Shares to Melior. Between December 21, 2023 and May 31, 2024, we haveissued 180,322,400 Ordinary Shares upon the exercise of 450,806 pre-funded warrants issued to the Secured Noteholders.

OnDecember 21, 2023, we completed the closing of an underwritten public offering, pursuant to which we issued and sold (i) 1,088,887 ClassA units, or Class A Units, at a public offering price of $2.00 per Class A Unit, with each Class A Unit consisting of (a) one DepositaryShare, (b) one Series E Warrant, and (c) one Series F Warrant, and (ii) 1,911,176 Class B units, or Class B Units, at a public offeringprice of $1.9999 per Class B Unit, with each Class B Unit consisting of (a) one pre-funded warrant, exercisable for one Depositary Share,(b) one SeriesE Warrant, and (c) one Series F Warrant. The aggregate gross proceeds to the Company were approximately $6.0 million.Additionally, we issued December 2023 Underwriter Warrants to purchase 120,003 of our Depositary Shares in connection with the offeringto the underwriter.

OnFebruary 26, 2024, in connection with our Company’s obligations under the Melior License, we issued 354,428 Depositary Shares toBukwang.

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On April 29, 2024, in connectionwith the closing of the License Agreement, we issued 378,163 Depositary Shares to Emtora.

On May 24, 2024, in connectionwith the transactions contemplated by the Warrant Agreements, we issued an aggregate of 3,104,566 Depositary Shares to certain holdersof our Series E Warrants and Series F Warrants, upon the exercise of 1,572,674 Series E Warrants and 1,531,892 Series F Warrants, at anexercise price of $1.50 per share. In addition, we issued to such holders an aggregate of 2,359,012 Series G Warrants and 3,695,218 SeriesH Warrants. The aggregate gross proceeds to the Company were approximately $6.05 million, before deducting agent fees and expenses. Additionally,we issued Warrant Agent Warrants to purchase 161,446 of our Depositary Shares in connection with the offering to Ladenburg and certaindesignees of Ladenburg.

BetweenDecember 21, 2023 and May 31, 2024, we have issued 2,104,947,600 Ordinary Shares upon the exercise of the pre-funded warrants, SeriesE Warrants and Series F Warrants issued in the December 2023 underwritten public offering, including warrants exercised pursuant to theterms of the Warrant Agreements.

Options

TheBoard of Directors has established the Biodexa Pharmaceuticals PLC Enterprise Management Incentive and Unapproved Share Option Scheme,or Plan, to allow us to grant options to purchase Ordinary Shares (in the form of Depositary Shares) to employees and directors of theCompany or any of its subsidiaries for the purpose of attracting, rewarding and retaining such persons. The Plan was originally adoptedin December 2014 and amended on April 11, 2024 to govern the grant of tax-advantaged enterprise management incentive stock options andunapproved stock options by the Company. As of December 31, 2023, there were options to purchase 111,590 Ordinary Shares. The optionslapse after ten years from the date of the grant. As of December 31, 2023, the weighted average remaining life of the options was 7.3years.

In connection with our acquisitionof DARA in December 2015, we assumed all of DARA’s outstanding options, or DARA Options. As of December 31, 2023 there were outstandingDARA Options to purchase 128 Ordinary Shares with a weighted average remaining life of 1.0 years.

Warrants

October 2019 and May 2020 Warrants

InOctober 2019, we completed a private placement with certain institutional investors, or the October Private Placement, where we issuedwarrants to certain investors, or the October Private Placement Warrants, and the placement agent, Wainwright, or the Wainwright OctoberWarrants. In May 2020, we completed a private placement with certain institutional investors, or the May Private Placement, where we issuedwarrants to certain investors, or the May Private Placement Warrants, the placement agent, Wainwright, or the Wainwright May Warrantsand Armistice, or the May Armistice Warrants. The following is a brief summary of the October Private Placement Warrants, Wainwright OctoberWarrants, May Private Placement Warrants, Wainwright May Warrants and the May Armistice Warrants issued in connection with the OctoberPrivate Placement and May Private Placement, as applicable, and is subject in all respects to the provisions contained in the applicablewarrants, which, with respect to the October Private Placement Warrants and Wainwright October Warrants, are filed as exhibits to ourReport on Form 6-K dated October 24, 2019, and for the May Private Placement Warrants, May Armistice Warrants and Wainwright May Warrants,are filed as exhibits to our Report on Form 6-K dated May 20, 2020. On December 13, 2022, the exercise price of the October Private PlacementWarrants granted to Armistice and the May Private Placement Warrants was reduced to $320.00. Unless otherwise stated, references to warrantsin this section include the October Private Placement Warrants, May Private Placement Warrants, Wainwright October Warrants and WainwrightMay Warrants.

Exercisability.The October Private Placement Warrants and Wainwright October Warrants became exercisable on December 23, 2019. The May Private PlacementWarrants, May Armistice Warrants and Wainwright May Warrants became exercisable upon issuance. The October Private Placement Warrants,May Private Placement Warrants and May Armistice Warrants will expire five and one-half years from the initial exercise date, and theWainwright October Warrants and Wainwright May Warrants will expire on October 22, 2024 and May 18, 2025, respectively. The holder shalldeliver the aggregate exercise price for the Depositary Shares specified in the exercise notice within two trading days following thedate of exercise (subject to the ‘cashless exercise’ arrangements described below).

CashlessExercise.With respect to the October Private Placement Warrants and Wainwright October Warrants, if, more than six months afterthe date of issuance of such warrants, there is no effective registration statement registering, or no current prospectus available for,the resale of the Depositary Shares underlying such warrants, the holder may exercise the warrant, in whole or in part, on a cashlessbasis. With respect to the May Private Placement Warrants and Wainwright May Warrants, if there is no effective registration statementregistering, or no current prospectus available for, the resale of the Depositary Shares underlying such warrants, the holder may exercisethe warrant, in whole or in part, on a cashless basis.

ExercisePrice.The exercise price of (i) each October Private Placement Warrant and Wainwright October Warrant is $320.00 and $10,000.00per Depositary Share, respectively and (ii) each May Private Placement Warrant, May Armistice Warrant and Wainwright May Warrant is $3,280.00,$320.00 and $3,300.00 per Depositary Share, respectively, each subject to the ‘cashless exercise’ arrangements described aboveand to adjustment as described below.

Sell Out

The Companies Act also givesour minority shareholders a right to be bought out in certain circ*mstances by an offeror who has made a takeover offer for all of ourshares. The holder of shares to which the offer relates, and who has not otherwise accepted the offer, may require the offeror to acquirehis shares if, prior to the expiry of the acceptance period for such offer, (i) the offeror has acquired or agreed to acquire not lessthan 90% in value of the voting shares, and (ii) not less than 90% of the voting rights carried by those shares. The offeror may imposea time limit on the rights of minority shareholders to be bought out that is not less than three months after the end of the acceptanceperiod. If a shareholder exercises his rights to be bought out, the offeror is required to acquire those shares on the terms of this offeror on such other terms as may be agreed.

Disclosure of Interest in Shares

Pursuant to Part 22 of theCompanies Act, we are empowered by notice in writing to any person whom we know or have reasonable cause to believe to be interested inour shares, or at any time during the three years immediately preceding the date on which the notice is issued has been so interested,requiring such person within a reasonable time to disclose to us particulars of that person’s interest and (so far as is withinhis knowledge) particulars of any other interest that subsists or subsisted in those shares. The Articles of Association specify thata response is required from such person within 14 days after service of any such notice.

Under the Articles of Association,if a person defaults in supplying us with the required particulars in relation to the shares in question, or Default Shares, the directorsmay by notice direct that:

in respect of the Default Shares, the relevant member shall not be entitled to attend or vote (eitherin person or by proxy) at any general meeting or of a general meeting of the holders of a class of shares or upon any poll or to exerciseany right conferred by the Default Shares; and/or

where the Default Shares represent at least 0.25% of their class, (a) any dividend (or any part of a dividend)payable in respect of the Default Shares shall be retained by us without liability to pay interest, (b) the shareholder may not be entitledto elect to receive shares instead of a dividend, and (c) no transfers by the relevant member of any Default Shares may be registered(unless the member himself is not in default and the transfer does not relate to Default Shares, the transfer is exempt or that the transferis permitted under the U.K. Uncertificated Securities Regulations 2001).

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Purchase of Own Shares

Under English law, a limitedcompany may only purchase or redeem its own shares out of the distributable profits of the company or the proceeds of a fresh issue ofshares made for the purpose of financing the purchase, provided that they are not restricted from doing so by their articles. A limitedcompany may not purchase or redeem its own shares if, as a result of the purchase, there would no longer be any issued shares of the companyother than redeemable shares or shares held as treasury shares. Shares must be fully paid in order to be repurchased.

Subject to the above, we maypurchase our own shares in the manner prescribed below. We may make a market purchase of our own fully paid shares pursuant to an ordinaryresolution of shareholders. The resolution authorizing the purchase must:

specify the maximum number of shares authorized to be acquired;

determine the maximum and minimum prices that may be paid for the shares; and

specify a date, not being later than five years after the passing of the resolution, on which the authorityto purchase is to expire.

We may purchase our own fullypaid shares otherwise than on a recognized investment exchange pursuant to a purchase contract authorized by resolution of shareholdersbefore the purchase takes place. Any authority will not be effective if any shareholder from whom we propose to purchase shares voteson the resolution and the resolution would not have been passed if he had not done so. The resolution authorizing the purchase must specifya date, not being later than five years after the passing of the resolution, on which the authority to purchase is to expire.

Distributions and Dividends

Under the Companies Act, beforea company can lawfully make a distribution or dividend, it must ensure that it has sufficient distributable reserves (on a non-consolidatedbasis). The basic rule is that a company’s profits available for the purpose of making a distribution are its accumulated, realizedprofits, so far as not previously utilized by distribution or capitalization, less its accumulated, realized losses, so far as not previouslywritten off in a reduction or reorganization of capital duly made. The requirement to have sufficient distributable reserves before adistribution or dividend can be paid applies to us and to each of our subsidiaries that has been incorporated under English law.

It is not sufficient thatwe, as a public company, have made a distributable profit for the purpose of making a distribution. An additional capital maintenancerequirement is imposed on us to ensure that the net worth of the company is at least equal to the amount of its capital. A public companycan only make a distribution:

if, at the time that the distribution is made, the amount of its net assets (that is, the total excessof assets over liabilities) is not less than the total of its called up share capital and undistributable reserves; and

if, and to the extent that, the distribution itself, at the time that it is made, does not reduce theamount of the net assets to less than that total.

City Code on Takeovers and Mergers

TheCompany is a public limited company incorporated in, and with its registered office in, the United Kingdom but its securities are notadmitted to trading on a regulated market or multilateral trading facility in the United Kingdom (or a stock exchange in the Channel Islandsor the Isle of Man). The City Code shall only apply to the Company if it is considered by the Panel to have its place of central managementand control in the United Kingdom (or the Channel Islands or the Isle of Man). This is known as the “residency test”. Theway in which the test for central management and control is applied for the purposes of the City Code may be different from the way inwhich it is applied by the United Kingdom tax authorities, HMRC. Under the City Code, the Panel typically considers where the majorityof the directors of the Company are resident, amongst other factors, for the purposes of determining where the Company has its place ofcentral management and control. Three of the four directors of the Company are currently resident in the United Kingdom and the placeof central management and control of the Company is intended, for the time being, to remain in the United Kingdom meaning that the Companyand its shareholders will have the benefit of the protections that the City Code affords, including, but not limited to, under Rule 9of the City Code as set out below.

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TheCity Code is issued and administered by the Panel. The City Code provides a framework within which takeovers of companies subject to itare conducted. In particular, the City Code contains certain rules in respect of mandatory offers. Under Rule 9 of the City Code, if aperson:

acquires an interest in our shares which, when taken together with shares in which he or persons actingin concert with him are interested, carries 30% or more of the voting rights of our shares; or

who, together with persons acting in concert with him, is interested in shares that in the aggregate carrynot less than 30% and not more than 50% of the voting rights in us, acquires additional interests in shares that increase the percentageof shares carrying voting rights in which that person is interested,

the acquirer, and depending on the circ*mstances,its concert parties would be required (except with the consent of the Panel) to make a cash offer for our outstanding shares at a pricenot less than the highest price paid for any interests in the shares by the acquirer or its concert parties during the previous 12 months.

Notwithstandingthe above, the Company may cease to be subject to the City Code in the future if there are any changes that lead to the Company beingdeemed to no longer have its place of central management and control in the United Kingdom, Channel Islands or the Isle of Man.

Exchange Controls

There are no governmentallaws, decrees, regulations or other legislation in the United Kingdom that may affect the import or export of capital, including the availabilityof cash and cash equivalents for use by us, or that may affect the remittance of dividends, interest, or other payments by us to non-residentholders of our Ordinary Shares or Depositary Shares, other than withholding tax requirements. There is no limitation imposed by Englishlaw or in the Articles of Association on the right of non-residents to hold or vote shares.

Differences in CorporateLaw

Theapplicable provisions of the Companies Act differ from laws applicable to U.S. corporations and their shareholders. Set forth below isa summary of certain differences between the provisions of the Companies Actapplicable to us and the Delaware General CorporationLaw relating to shareholders’ rights and protections. This summary is not intended to be a complete discussion of the respectiverights and it is qualified in its entirety by reference to English law and Delaware law.

	England and Wales	Delaware
*Number of Directors*	Under the Companies Act, a public limited company must have at least two directors and the number of directors may be fixed by or in the manner provided in a company’s articles of association.	Under Delaware law, a corporation must have at least one director and the number of directors shall be fixed by or in the manner provided in the bylaws.

*Removal of Directors*	Under the Companies Act, shareholders may remove a director without cause by an ordinary resolution (which is passed by a simple majority of those voting in person or by proxy at a general meeting) irrespective of any provisions of any service contract the director has with the company, provided 28 clear days’ notice of the resolution has been given to the company and its shareholders. On receipt of notice of an intended resolution to remove a director, the company must forthwith send a copy of the notice to the director concerned. Certain other procedural requirements under the Companies Act must also be followed such as allowing the director to make representations against his or her removal either at the meeting or in writing.	Under Delaware law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except (a) unless the certificate of incorporation provides otherwise, in the case of a corporation whose board of directors is classified, shareholders may effect such removal only for cause, or (b) in the case of a corporation having cumulative voting, if less than the entire board of directors is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he is a part.

Vacancies on Board of Directors	Under English law, the procedure by which directors, other than a company’s initial directors, are appointed is generally set out in a company’s articles of association, provided that where two or more persons are appointed as directors of a public limited company by resolution of the shareholders, resolutions appointing each director must be voted on individually.	Under Delaware law, vacancies and newly created directorships may be filled by a majority of the directors then in office (even though less than a quorum) or by a sole remaining director unless (a) otherwise provided in the certificate of incorporation or by-laws of the corporation or (b) the certificate of incorporation directs that a particular class of stock is to elect such director, in which case a majority of the other directors elected by such class, or a sole remaining director elected by such class, will fill such vacancy.

*Annual General Meeting*	Under the Companies Act, a public limited company must hold an annual general meeting in each six-month period following the company’s annual accounting reference date.	Under Delaware law, the annual meeting of stockholders shall be held at such place, on such date and at such time as may be designated from time to time by the board of directors or as provided in the certificate of incorporation or by the bylaws.

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	England and Wales	Delaware
*General Meeting*	Under the Companies Act, a general meeting of the shareholders of a public limited company may be called by the directors. Shareholders holding at least 5% of the paid-up capital of the company carrying voting rights at general meetings can require the directors to call a general meeting and, if the directors fail to do so within a certain period, may themselves convene a general meeting.	Under Delaware law, special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.

Notice of General Meetings	Under the Companies Act, 21 clear days’ notice must be given for an annual general meeting and any resolutions to be proposed at the meeting. Subject to a company’s articles of association providing for a longer period, at least 14 clear days’ notice is required for any other general meeting. In addition, certain matters, such as the removal of directors or auditors, require special notice, which is 28clear days’ notice. The shareholders of a company may in all cases consent to a shorter notice period, the proportion of shareholders’ consent required being 100% of those entitled to attend and vote in the case of an annual general meeting and, in the case of any other general meeting, a majority in number of the members having a right to attend and vote at the meeting, being a majority who together hold not less than 95% in nominal value of the shares giving a right to attend and vote at the meeting.	Under Delaware law, unless otherwise provided in the certificate of incorporation or bylaws, written notice of any meeting of the stockholders must be given to each stockholder entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting and shall specify the place, date, hour, and purpose or purposes of the meeting.

*Proxy*	Under the Companies Act, at any meeting of shareholders, a shareholder may designate another person to attend, speak and vote at the meeting on their behalf by proxy.	Under Delaware law, at any meeting of stockholders, a stockholder may designate another person to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A director of a Delaware corporation may notissue a proxy representing the director’s voting rights as a director.

*Pre-emptive Rights*	Under the Companies Act, “equity securities,” being (i) shares in the company other than shares that, with respect to dividends and capital, carry a right to participate only up to a specified amount in a distribution (“ordinary shares”) or (ii) rights to subscribe for, or to convert securities into, ordinary shares, proposed to be allotted for cash must be offered first to the existing equity shareholders in the company in proportion to the respective nominal value of their holdings, unless an exception applies or a special resolution to the contrary has been passed by shareholders in a general meeting or the articles of association provide otherwise in each case in accordance with the provisions of the Companies Act.	Under Delaware law, shareholders have no preemptive rights to subscribe to additional issues of stock or to any security convertible into such stock unless, and except to the extent that, such rights are expressly provided for in the certificate of incorporation.

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	England and Wales	Delaware
*Authority to Allot*	Under the Companies Act, the directors of a company must not allot shares or grant of rights to subscribe for or to convert any security into shares unless an exception applies or an ordinary resolution to the contrary has been passed by shareholders in a general meeting or the articles of association provide otherwise in each case in accordance with the provisions of the Companies Act.	Under Delaware law, if the corporation’s charter or certificate of incorporation so provides, the board of directors has the power to authorize the issuance of stock. It may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the corporation or any combination thereof. It may determine the amount of such consideration by approving a formula. In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration is conclusive.

Liability of Officers and Directors	Under the Companies Act, any provision, whether contained in a company’s articles of association or any contract or otherwise, that purports to exempt a director of a company, to any extent, from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. Any provision by which a company directly or indirectly provides an indemnity, to any extent, for a director of the company or of an associated company against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is also void except as permitted by the Companies Act, which provides exceptions for the company to (a) purchase and maintain insurance against such liability; (b) provide a “qualifying third party indemnity” (being an indemnity against liability incurred by the director to a person other than the company or an associated company or criminal proceedings in which he is not convicted); and (c) provide a “qualifying pension scheme indemnity” (being an indemnity against liability incurred in connection with the company’s activities as trustee of an occupational pension plan).	Under Delaware law, a corporation’s certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for: ·any breach of the director’s duty of loyalty to the corporation or its stockholders; ·acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; ·intentional or negligent payment of unlawful dividends or stock purchases or redemptions; or ·any transaction from which the director derives an improper personal benefit.

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	England and Wales	Delaware
*Voting Rights*	Under English law, unless a poll is demanded by the shareholders of a company or is required by the chairman of the meeting or the company’s articles of association, shareholders shall vote on all resolutions on a show of hands. Under the Companies Act, a poll may be demanded by (a) not fewer than five shareholders having the right to vote on the resolution; (b) any shareholder(s) representing not less than 10% of the total voting rights of all the shareholders having the right to vote on the resolution; or (c) any shareholder(s) holding shares in the company conferring a right to vote on the resolution being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right. A company’s articles of association may provide more extensive rights for shareholders to call a poll, and in our case the number in clause (a) above is reduced from five to three. Under English law, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) and entitled to vote. If a poll is demanded, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present, in person or by proxy, who, being entitled to vote, vote on the resolution. Special resolutions require the affirmative vote of not less than 75% of the votes cast by shareholders present, in person or by proxy, at the meeting.	Delaware law provides that, unless otherwise provided in the certificate of incorporation, each stockholder is entitled to one vote for each share of capital stock held by such stockholder.

Shareholder Vote on Certain Transactions	The Companies Act provides for schemes of arrangement, which are arrangements or compromises between a company and any class of shareholders or creditors and used in certain types of reconstructions, amalgamations, capital reorganizations or takeovers. These arrangements require: ·the approval at a shareholders’ or creditors’ meeting convened by order of the court, of a majority in number of shareholders or creditors representing 75% in value of the capital held by, or debt owed to, the class of shareholders or creditors, or class thereof present and voting, either in person or by proxy; and ·the approval of the court.	Generally, under Delaware law, unless the certificate of incorporation provides for the vote of a larger portion of the stock, completion of a merger, consolidation, sale, lease or exchange of all or substantially all of a corporation’s assets or dissolution requires: ·the approval of the board of directors; and ·approval by the vote of the holders of a majority of the outstanding stock or, if the certificate of incorporation provides for more or less than one vote per share, a majority of the votes of the outstanding stock of a corporation entitled to vote on the matter.

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	England and Wales	Delaware
Standard of Conduct for Directors	Under English law, a director owes various statutory and fiduciary duties to the company, including: ·to act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole; ·to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly conflicts, with the interests of the company; ·to act in accordance with the company’s constitution and only exercise his powers for the purposes for which they are conferred; ·to exercise independent judgment; ·to exercise reasonable care, skill and diligence; ·not to accept benefits from a third party conferred by reason of his being a director or doing, or not doing, anything as a director; and ·to declare any interest that he has, whether directly or indirectly, in a proposed or existing transaction or arrangement with the company.	Delaware law does not contain specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act without self-interest, on a well-informed basis and in a manner they reasonably believe to be in the best interest of the stockholders. Directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and to its shareholders. The duty of care generally requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circmstances. Under this duty, a director must inform himself of all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. In general, but subject to certain exceptions, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Delaware courts have also imposed a heightened standard of conduct upon directors of a Delaware corporation who take any action designed to defeat a threatened change in control of the corporation. In addition, under Delaware law, when the board of directors of a Delaware corporation approves the sale or break-up of a corporation, the board of directors may, in certain circmstances, have a duty to obtain the highest value reasonably available to the shareholders.

*Stockholder Suits*	Under English law, generally, the company, rather than its shareholders, is the proper claimant in an action in respect of a wrong done to the company or where there is an irregularity in the company’s internal management. Notwithstanding this general position, the Companies Act provides that (i) a court may allow a shareholder to bring a derivative claim (that is, an action in respect of and on behalf of the company) in respect of a cause of action arising from a director’s negligence, default, breach of duty or breach of trust and (ii) a shareholder may bring a claim for a court order where the company’s affairs have been or are being conducted in a manner that is unfairly prejudicial to some of its shareholders.	Under Delaware law, a stockholder may initiate a derivative action to enforce a right of a corporation if the corporation fails to enforce the right itself. The complaint must: ·state that the plaintiff was a stockholder at the time of the transaction of which the plaintiff complains or that the plaintiffs shares thereafter devolved on the plaintiff by operation of law; and ·allege with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors and the reasons for the plaintiff’s failure to obtain the action; or ·state the reasons for not making the effort. Additionally, the plaintiff must remain a stockholder through the duration of the derivative suit. The action will not be dismissed or compromised without the approval of the Delaware Court of Chancery.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

Our Depositary Shares aredeposited pursuant to the Second Amended and Restated Deposit Agreement dated December 18, 2023, among the Company, JPMorgan Chase Bank,N.A., as depositary, ands holders and beneficial owners of American Depositary Receipts, or the Deposit Agreement. The depositaryregistersand delivers theDepositary Shares.Each Depositary Share represents ownership of 400 Ordinary Shares that we will deposit withthe custodian, as agent of the depositary, under the Deposit Agreement.

The depositary's office islocated at 383 Madison Avenue, Floor 11, New York, NY 10179.

The Depositary Share-to-shareratio is subject to amendment as provided in the form of American Depositary Receipt, or ADR, (which may give rise to fees contemplatedby the form of ADR). In the future, each Depositary Share will also represent any securities, cash or other property deposited with thedepositary but which they have not distributed directly to you.

A beneficial owner is anyperson or entity having a beneficial ownership interest in Depositary Shares. A beneficial owner need not be the holder of the ADR evidencingsuch Depositary Share. If a beneficial owner is not an ADR holder, it must rely on the holder of the ADR(s) evidencing such DepositaryShares in order to assert any rights or receive any benefits under the Deposit Agreement. A beneficial owner shall only be able to exerciseany right or receive any benefit under the Deposit Agreement solely through the holder of the ADR(s) evidencing the Depositary Sharesowned by such beneficial owner. The arrangements between a beneficial owner and the holder of the corresponding ADRs may affect the beneficialowner's ability to exercise any rights it may have.

An ADR holder shall be deemedto have all requisite authority to act on behalf of any and all beneficial owners of the Depositary Shares evidenced by the ADRs registeredin such ADR holder's name for all purposes under the Deposit Agreement and ADRs. The depositary's only notification obligations underthe Deposit Agreement and the ADRs is to registered ADR holders. Notice to an ADR holder shall be deemed, for all purposes of the DepositAgreement and the ADRs, to constitute notice to any and all beneficial owners of the Depositary Shares evidenced by such ADR holder'sADRs.

Unless certificated ADRs arespecifically requested, all Depositary Shares will be issued on the books of our depositary in book-entry form and periodic statementswill be mailed to you which reflect your ownership interest in such Depositary Shares. In our description, references to American depositaryreceipts or ADRs shall include the statements you will receive that reflect your ownership of Depositary Shares.

You may hold Depositary Shareseither directly or indirectly through your broker or other financial institution. If you hold Depositary Shares directly, by having aDepositary Share registered in your name on the books of the depositary, you are an ADR holder. This description assumes you hold yourDepositary Shares directly. If you hold the Depositary Shares through your broker or financial institution nominee, you must rely on theprocedures of such broker or financial institution to assert the rights of an ADR holder described in this section. You should consultwith your broker or financial institution to find out what those procedures are.

As an ADR holder or beneficialowner, we will not treat you as a shareholder of ours and you will not have any shareholder rights. The laws of England and Wales governshareholder rights. Because the depositary or its nominee will be the shareholder of record for the Ordinary Share represented by alloutstanding Depositary Shares, shareholder rights rest with such record holder. Your rights are those of an ADR holder or of a beneficialowner. Such rights derive from the terms of the Deposit Agreement to be entered into among us, the depositary and all holders and beneficialowners from time to time of ADRs issued under the Deposit Agreement and, in the case of a beneficial owner, from the arrangements betweenthe beneficial owner and the holder of the corresponding ADRs. The obligations of our Company and the depositary and its agents are alsoset out in the Deposit Agreement. Because the depositary or its nominee will actually be the registered owner of the Ordinary Shares,you must rely on it to exercise the rights of a shareholder on your behalf.

The Deposit Agreement, theADRs and the Depositary Shares are governed by the internal laws of the State of New York without giving effect to the application ofthe conflict of law principles thereof. Under the Deposit Agreement, as an ADR holder or a beneficial owner of Depositary Shares, youagree that any legal suit, action or proceeding against or involving us or the depositary, arising out of or based upon the Deposit Agreement,the Depositary Shares, the ADRs or the transactions contemplated thereby, may only be instituted in the United States District Court forthe Southern District of New York (or, in certain cases, the state courts of New York County, New York), and you irrevocably waive anyobjection which you may have to the laying of venue of any such proceeding and irrevocably submit to the exclusive jurisdiction of suchcourts in any such suit, action or proceeding.

The following is a summaryof what we believe to be the material terms of the Deposit Agreement. Notwithstanding this, because it is a summary, it may not containall the information that you may otherwise deem important. For more complete information, you should read the entire form of Deposit Agreementand the form of ADR that contains the terms of your Depositary Shares. You can read a copy of the form of Deposit Agreement, which isfiled as an exhibit to this Registration Statement on Form F-1 (or amendment thereto) filed with the SEC of which this prospectus formsa part. You may also obtain a copy of the Deposit Agreement at the SEC's Public Reference Room, which is currently located at 100 F Street,NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-732-0330.You may also find the registration statement and the attached Deposit Agreement on the SEC's website at http://www.sec.gov.

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Distributions on Deposited Securities, Sales

How will I receive dividends and other distributionson the Ordinary Shares underlying my Depositary Shares?

We may make various typesof distributions with respect to our securities. The depositary has agreed that, to the extent practicable, it will pay to you the cashdividends or other distributions it or the custodian receives on Ordinary Shares or other deposited securities, after converting any cashreceived into U.S. dollars (if it determines such conversion may be made on a reasonable basis) and, in all cases, making any necessarydeductions provided for in the Deposit Agreement. The depositary may utilize a division, branch or affiliate of JPMorgan Chase Bank, N.A.to direct, manage and/or execute any public and/or private sale of securities and/or property under the Deposit Agreement. Such division,branch and/or affiliate may charge the depositary a fee in connection with such sales, which fee is considered an expense of the depositarychargeable to holders of Depositary Shares. All sales of securities will be handled by the depositary in accordance with its then currentpolicies. You will receive these distributions in proportion to the number of underlying securities that your Depositary Shares represent.In all instances where the Deposit Agreement or an ADR refers to a “sale” (or words of similar import) of securities or property,the depositary may, but shall not be obligated, to effect any such sale unless the securities to be sold are listed and publicly tradedon a securities exchange or there is a public market for the property to be sold. To the extent the securities are not so listed and publiclytraded or there is no public market for the property so distributed by us: (i) the depositary shall, in the event the Deposit Agreementis terminated and the depositary holds deposited securities that are not listed and publicly traded after the termination date of theDeposit Agreement, act in accordance with the termination provisions of the Deposit Agreement and form of ADR in respect of such securitiesand property; and (ii) in the event the depositary or its custodian receives a distribution other than cash, our Ordinary Shares and/orrights to acquire our Ordinary Shares, and such distribution consists of securities or property that are not distributed by the depositarythe depositary will be deemed to have sold the aggregate number of securities and/or property so received for nominal value and shallhave no obligation to distribute such securities or any proceeds from the deemed sale thereof to the ADR holders. Furthermore, in theevent the depositary endeavors to make a sale of Ordinary Shares, other securities or property, such securities and/or property may besold in a block sale or single lot transaction.

Except as stated below, thedepositary will deliver such distributions to ADR holders in proportion to their interests in the following manner:

Cash. The depositary will distribute any U.S. dollars available to it resulting from a cash dividendor other cash distribution or the net proceeds of sales of any other distribution or portion thereof (to the extent applicable), on anaveraged or other practicable basis, subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being permissibleor practicable with respect to certain registered ADR holders, and (iii) deduction of the depositary's and/or its agents' fees and expensesin (1) converting any foreign currency to U.S. dollars to the extent that it determines that such conversion may be made on a reasonablebasis, (2) transferring foreign currency or U.S. dollars to the United States by such means as the depositary may determine to the extentthat it determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental authorityrequired for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4) making any saleby public or private means in any commercially reasonable manner. To the extent that any of the deposited securities is not or shall notbe entitled, by reason of its date of issuance, or otherwise, to receive the full amount of such cash dividend, distribution, or net proceedsof sales, the depositary shall make appropriate adjustments in the amounts distributed to the ADR holders issued in respect of such depositedsecurities. To the extent we or the depositary shall be required to withhold and do withhold from any cash dividend, distribution or netproceeds from sales in respect of any deposited securities an amount on account of taxes, the amount distributed on the Depositary Sharesissued in respect of such deposited securities shall be reduced accordingly.

To the extent the depositary determinesin its discretion that it would not be permitted by applicable law, rule or regulation, or it would not otherwise be practicable, to convertforeign currency into U.S. dollars and distribute such U.S. dollars to some or all of the ADR holders entitled thereto, the depositarymay in its discretion distribute some or all of the foreign currency received by the depositary as it deems permissible and practicableto, or retain and hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, theADR holders entitled to receive the same. To the extent the depositary retains and holds any cash, foreign currency, securities or otherproperty as permitted under the Deposit Agreement, any and all fees, charges and expenses related to, or arising from, the holding thereofshall be paid from such cash, foreign currency, securities or other property, or the net proceeds from the sale thereof, thereby reducingthe amount so held. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, you may lose someor all of the value of the distribution.

Shares. In the case of a distribution in Ordinary Shares, the depositary will issue additionalADRs to evidence the number of Depositary Shares representing such Ordinary Shares. Only whole Depositary Shares will be issued. Any OrdinaryShares that would result in fractional Depositary Shares will be sold and the net proceeds of the public or private sales of such willbe distributed in the same manner as cash to the ADR holders entitled thereto.

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Rights to receive additional Ordinary Shares. In the case of a distribution of rights to subscribefor additional Ordinary Shares or other rights, if we timely provide evidence satisfactory to the depositary that it may lawfully distributesuch rights, the depositary will distribute warrants or other instruments in the discretion of the depositary representing such rights.However, if we do not timely furnish such evidence, the depositary may:

(i)sellsuch rights if practicable and distribute the net proceeds of the public or private sales of such rights in the same manner as cash tothe ADR holders entitled thereto; or

(ii)ifit is not practicable to sell such rights by reason of the non-transferability of the rights, limited markets therefor, their short durationor otherwise, do nothing and allow such rights to lapse, in which case ADR holders will receive nothing and the rights may lapse.

We have no obligation to file a registrationstatement under the Securities Act in order to make any rights available to ADR holders.

Other Distributions. In the case of a distribution of securities or property other than those describedabove, the depositary may either (i) distribute such securities or property in any manner it deems equitable and practicable or (ii) tothe extent the depositary deems distribution of such securities or property not to be equitable and practicable, sell such securitiesor property and distribute any net proceeds of public or private sales in the same way it distributes cash.

Elective Distributions. In the case of a dividend payable at the election of our shareholders incash or in additional Ordinary Shares, we will notify the depositary at least 30 days prior to the proposed distribution stating whetheror not we wish such elective distribution to be made available to ADR holders. The depositary shall make such elective distribution availableto ADR holders only if (i) we shall have timely requested that the elective distribution is available to ADR holders, (ii) the depositaryshall have determined that such distribution is reasonably practicable and (iii) the depositary shall have received satisfactory documentationwithin the terms of the Deposit Agreement including any legal opinions of counsel that the depositary in its reasonable discretion mayrequest. If the above conditions are not satisfied, the depositary shall, to the extent permitted by law, distribute to the ADR holders,on the basis of the same determination as is made in the local market in respect of the Ordinary Shares for which no election is made,either (x) cash or (y) additional Depositary Shares representing such additional Ordinary Shares. If the above conditions are satisfied,the depositary shall establish procedures to enable ADR holders to elect the receipt of the proposed dividend in cash or in additionalDepositary Shares. There can be no assurance that ADR holders or beneficial owners of Depositary Shares generally, or any ADR holder orbeneficial owner of Depositary Shares in particular, will be given the opportunity to receive elective distributions on the same termsand conditions as the holders of Ordinary Shares.

If the depositary determinesin its sole discretion that any distribution described above is not practicable with respect to any or all ADR holders, the depositarymay choose any method of distribution that it deems practicable for such ADR holder, including the distribution of some or all of anycash, foreign currency, securities or other property (or appropriate documents evidencing the right to receive some or all of any suchcash, foreign currency, security or other property), and/or it may retain some or all of such items, without paying interest on or investingthem, on behalf of the ADR holder as deposited securities, in which case the Depositary Shares will also represent the retained items.To the extent the depositary does not reasonably believe it will be permitted by applicable law, rule or regulation to convert foreigncurrency into U.S. dollars and distribute such U.S. dollars to some or all of the ADR holders, the depositary may in its discretion distributethe foreign currency received by the depositary to, or hold such foreign currency uninvested and without liability for interest thereonfor the respective accounts of, the ADR holders entitled to receive the same. To the extent the depositary holds such foreign currency,any and all costs and expenses related to, or arising from, the holding of such foreign currency shall be paid from such foreign currencythereby reducing the amount so held.

Any U.S. dollars will be paidvia wire transfer and/or distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents willbe withheld without liability and dealt with by the depositary in accordance with its then current practices.

The depositary is not responsibleif it fails to determine that any distribution or action is lawful or reasonably practicable.

There can be no assurancethat the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other securitiesat a specified price, nor that any of such transactions can be completed within a specified time period. All purchases and sales of securitieswill be handled by the depositary in accordance with its then current policies, which are currently set forth on the "Disclosures"page (or successor page) of www.adr.com (as updated by the depositary from time to time, “ADR.com”).

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Deposit, Withdrawal and Cancellation

How does the depositary issue DepositaryShares?

The depositary will issueDepositary Shares if you or your broker deposit Ordinary Shares or evidence of rights to receive Ordinary Shares with the custodian andpay the fees and expenses owing to the depositary in connection with such issuance. In the case of the Depositary Shares to be issuedunder this prospectus, we will arrange with the underwriters named herein to deposit such shares.

In connection with the depositof Ordinary Shares, the depositary or its custodian may require the following in a form satisfactory to it: (i) a written order directingthe depositary to issue to, or upon the written order of, the person or persons designated in such order Depositary Shares representingsuch deposited Shares; (ii) proper endorsem*nts or duly executed instruments of transfer in respect of such deposited Shares; (iii) instrumentsassigning to the depositary, its custodian or a nominee of either any distribution on or in respect of such deposited shares or indemnitytherefor; and (iv) proxies entitling the custodian to vote such deposited shares. The deposited Ordinary Shares and any such additionalitems are referred to as “deposited securities.” As soon as practicable after the custodian receives deposited securitiespursuant to any such deposit or pursuant to a distribution or change affecting deposited securities, the custodian shall present suchdeposited securities for registration of transfer into the name of the depositary, its custodian or a nominee of either, in each casefor the benefit of ADR holders, to the extent such registration is practicable, at the cost and expense of the person making such deposit(or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration.

The custodian will hold alldeposited securities (including those being deposited by or on our behalf in connection with the offering to which this prospectus relates)for the account and to the order of the depositary, in each case for the benefit of ADR holders, to the extent not prohibited by law.ADR holders and beneficial owners thus have no direct ownership interest in the Ordinary Shares and only have such rights as are containedin the Deposit Agreement. The custodian will also hold any additional securities, property and cash received on or in substitution forthe deposited securities.

Deposited securities are notintended to, and shall not, constitute proprietary assets of the depositary, the custodian or their nominees. Beneficial ownership indeposited securities is intended to be, and shall at all times during the term of the Deposit Agreement continue to be, vested in thebeneficial owners of the Depositary Shares representing such deposited securities. Notwithstanding anything else contained herein, inthe Deposit Agreement, in the form of ADR and/or in any outstanding Depositary Shares, the depositary, the custodian and their respectivenominees are intended to be, and shall at all times during the term of the Deposit Agreement be, the record holder(s) only of the depositedsecurities represented by the Depositary Shares for the benefit of the ADR holders. The depositary, on its own behalf and on behalf ofthe custodian and their respective nominees, disclaims any beneficial ownership interest in the deposited securities held on behalf ofthe ADR holders.

Upon each deposit of OrdinaryShares, receipt of related delivery documentation and compliance with the other provisions of the Deposit Agreement, including the paymentof the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will issue an ADR or ADRs in thename or upon the order of the person entitled thereto evidencing the number of Depositary Shares to which such person is entitled. Allof the Depositary Shares issued will, unless specifically requested to the contrary, be part of the depositary's direct registration system,and a registered holder will receive periodic statements from the depositary which will show the number of Depositary Shares registeredin such ADR holder's name. An ADR holder can request that the Depositary Shares not be held through the depositary's direct registrationsystem and that a certificated ADR be issued.

How do ADR holders cancel a Depositary Shareand obtain deposited securities?

When you turn in your ADRcertificate at the depositary's office, or when you provide proper instructions and documentation in the case of direct registration DepositaryShares, subject to the provisions of or governing our Ordinary Shares (including, without limitation, our governing documents and allapplicable laws, rules and regulations), the depositary will, upon payment of certain applicable fees, charges and taxes, deliver theunderlying Ordinary Shares to you or upon your written order. Delivery of deposited securities in certificated form will be made at thecustodian's office (or from the custodian to the extent dematerialized). At your risk, expense and request, the depositary may deliverdeposited securities (including any certificates therefor) at such other place as you may request.

The depositary may only restrictthe withdrawal of deposited securities in connection with:

temporary delays caused by closing our transfer books or those of the depositary or the deposit of OrdinaryShares in connection with voting at a shareholders' meeting, or the payment of dividends;

the payment of fees, taxes and similar charges; or

compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs or to the withdrawalof deposited securities.

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This right of withdrawal maynot be limited by any other provision of the Deposit Agreement.

Record Dates

The depositary may, afterconsultation with us if practicable, fix record dates (which, to the extent applicable, shall be as near as practicable to any correspondingrecord dates set by us) for the determination of the registered ADR holders who will be entitled (or obligated, as the case may be):

to receive any distribution on or in respect of deposited securities,

to give instructions for the exercise of voting rights,

to pay any fees assessed by, or owing to, the depositary for administration of the ADR program and forany expenses as provided for in the ADR, or

to receive any notice or to act or be obligated in respect of other matters,

all subject tothe provisions of the Deposit Agreement.

Voting Rights

How do I vote?

If you are an ADR holder andthe depositary asks you to provide it with voting instructions, you may instruct the depositary how to exercise the voting rights forthe Ordinary Shares which underlie your Depositary Shares. As soon as practicable after receipt from us of notice of any meeting at whichthe holders of Ordinary Shares are entitled to vote, or of our solicitation of consents or proxies from holders of Ordinary Shares, thedepositary shall fix the Depositary Share record date in accordance with the provisions of the Deposit Agreement, provided that if thedepositary receives a written request from us in a timely manner and at least thirty (30) days prior to the date of such vote or meeting,the depositary shall, at our expense, distribute to the registered ADR holders a “voting notice” stating (i) final informationparticular to such vote and meeting and any solicitation materials, (ii)that each ADR holder on the record date set by the depositarywill, subject to any applicable provisions of the laws of England and Wales, be entitled to instruct the depositary as to the exerciseof the voting rights, if any, pertaining to the deposited securities represented by the Depositary Shares evidenced by such ADR holder'sADRs and (iii) the manner in which such instructions may be given, including instructions for giving a discretionary proxy to a persondesignated by us. Each ADR holder shall be solely responsible for the forwarding of voting notices to the beneficial owners of DepositaryShares registered in such ADR holder's name. There is no guarantee that ADR holders and beneficial owners generally or any holder or beneficialowner in particular will receive the notice described above with sufficient time to enable such ADR holder or beneficial owner to returnany voting instructions to the depositary in a timely manner.

Following actual receipt bythe ADR department responsible for proxies and voting of ADR holders' instructions (including, without limitation, instructions of anyentity or entities acting on behalf of the nominee for The Depositary Trust Company, or DTC), the depositary shall, in the manner andon or before the time established by the depositary for such purpose, endeavor to vote or cause to be voted the deposited securities representedby the Depositary Shares evidenced by such ADR holders' ADRs in accordance with such instructions insofar as practicable and permittedunder the provisions of or governing deposited securities.

ADR holders are strongly encouragedto forward their voting instructions to the depositary as soon as possible. For instructions to be valid, the ADR department of the depositarythat is responsible for proxies and voting must receive them in the manner and on or before the time specified, notwithstanding that suchinstructions may have been physically received by the depositary prior to such time. The depositary will not itself exercise any votingdiscretion in respect of deposited securities. The depositary and its agents will not be responsible for any failure to carry out anyinstructions to vote any of the deposited securities, for the manner in which any voting instructions are given, including instructionsto give a discretionary proxy to a person designated by us, for the manner in which any vote is cast, including, without limitation, anyvote cast by a person to whom the depositary is instructed to grant a discretionary proxy pursuant to the terms of the Deposit Agreement,or for the effect of any such vote. Notwithstanding anything contained in the Deposit Agreement or any ADR, the depositary may, to theextent not prohibited by any law, rule or regulation, or by the rules, regulations or requirements of any stock exchange on which theDepositary Shares are listed, in lieu of distribution of the materials provided to the depositary in connection with any meeting of orsolicitation of consents or proxies from holders of deposited securities, distribute to the registered holders of ADRs a notice that providessuch ADR holders with or otherwise publicizes to such ADR holders instructions on how to retrieve such materials or receive such materialsupon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of thematerials).

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There is no guarantee thatyou will receive voting materials in time to instruct the depositary to vote and it is possible that you, or persons who hold their DepositaryShares through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

Reports and Other Communications

Will ADR holders be able to view our reports?

The Deposit Agreement, theprovisions of or governing deposited securities, and any written communications from us which are both received by the custodian or itsnominee as a holder of deposited securities and made generally available to the holders of deposited securities, are available for inspectionby ADR holders at the offices of the depositary in the United States, on the SEC's internet website or upon request to the depositary(which request may be refused by the depositary at its discretion).

Additionally, if we make anywritten communications generally available to holders of our Ordinary Shares, and we furnish copies thereof (or English translations orsummaries) to the depositary, it will distribute the same to registered ADR holders.

Fees and Expenses

What fees and expenses will I be responsible for paying?

The depositary may chargeeach person to whom Depositary Shares are issued, including, without limitation, issuances against deposits of Ordinary Shares, issuancesin respect of share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split declared by usor issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the Depositary Shares or depositedsecurities, and each person surrendering Depositary Shares for withdrawal of deposited securities or whose Depositary Shares are cancelledor reduced for any other reason, a fee of up to $5.00 for each 100 Depositary Shares (or any portion thereof) issued, delivered, reduced,cancelled or surrendered, or upon which a share distribution or elective distribution is made or offered, as the case may be. The depositarymay sell (by public or private sale) sufficient securities and property received in respect of a share distribution, rights and/or otherdistribution prior to such deposit to pay such charge.

Thefollowing additional fees, charges and expenses shall also be incurred by the ADR holders, the beneficial owners, by any party depositingor withdrawing Ordinary Shares or by any party surrendering Depositary Shares and/or to whom Depositary Shares are issued (including,without limitation, issuance pursuant to a stock dividend or stock split declared by us or an exchange of stock regarding the DepositaryShares or the deposited securities or a distribution of Depositary Shares), whichever is applicable:

a fee of up to U.S.$0.05 per Depositary Share held for any cash distribution made, or for any electivecash/stock dividend offered, pursuant to the Deposit Agreement;

an aggregate fee of up to US$0.05 per Depositary Share per calendar year (or portion thereof) for servicesperformed by the depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shallbe assessed against holders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall bepayable in the manner described in the next succeeding provision);

an amount for the reimbursem*nt of such fees, charges and expenses as are incurred by the depositary and/orany of its agents (including, without limitation, the custodian, as well as charges and expenses incurred on behalf of ADR holders inconnection with compliance with foreign exchange control regulations or any law, rule or regulation relating to foreign investment) inconnection with the servicing of the Ordinary Shares or other deposited securities, the sale of securities (including, without limitation,deposited securities), the delivery of deposited securities or otherwise in connection with the depositary's or its custodian's compliancewith applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against ADR holders as of therecord date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such ADR holders orby deducting such charge from one or more cash dividends or other cash distributions);

a fee of up to $0.05 per Depositary Share held for the direct or indirect distribution of securities (otherthan Depositary Shares or rights to purchase additional Depositary Shares) or the net cash proceeds from the public or private sale ofsuch securities, regardless of whether any such distribution and/or sale is made by, for, or received from, or (in each case) on behalfof, the depositary, us and/or any third party (which fee may be assessed against ADR holders as of a record date set by the depositary);

stock transfer or other taxes and other governmental charges;

a transaction fee per cancellation request (including any cancellation request made through SWIFT, facsimiletransmission or any other method of communication) as disclosed on the “Disclosures” page (or successor page) of www.adr.com(as updated by the depositary from time to time, "ADR.com") and any applicable delivery expenses (which are payable by suchpersons or ADR holders);

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transfer or registration fees for the registration of transfer of deposited securities on any applicableregister in connection with the deposit or withdrawal of deposited securities; an

fees of any division, branch or affiliate of the depositary utilized by the depositary to direct, manageand/or execute any public and/or private sale of securities under the Deposit Agreement.

To facilitate the administrationof various depositary receipt transactions, including disbursem*nt of dividends or other cash distributions and other corporate actions,the depositary may engage the foreign exchange desk within the banking division of JPMorgan Chase Bank, N.A., or the Bank, and/or itsaffiliates in order to enter into spot foreign exchange transactions to convert foreign currency into U.S. dollars. For certain currencies,foreign exchange transactions are entered into with the Bank or an affiliate, as the case may be, acting in a principal capacity. Forother currencies, foreign exchange transactions are routed directly to and managed by an unaffiliated local custodian (or other thirdparty local liquidity provider), and neither the Bank nor any of its affiliates is a party to such foreign exchange transactions.

The foreign exchange rateapplied to a foreign exchange transaction will be either (a) a published benchmark rate, or (b) a rate determined by a third party localliquidity provider, in each case plus or minus a spread, as applicable. The depositary will disclose which foreign exchange rate and spread,if any, apply to such currency on the “Disclosures” page (or successor page) of ADR.com. Such applicable foreign exchangerate and spread may (and neither the depositary, the Bank nor any of their affiliates is under any obligation to ensure that such ratedoes not) differ from rates and spreads at which comparable transactions are entered into with other customers or the range of foreignexchange rates and spreads at which the Bank or any of its affiliates enters into foreign exchange transactions in the relevant currencypair on the date of the foreign exchange transaction. Additionally, the timing of execution of a foreign exchange transaction varies accordingto local market dynamics, which may include regulatory requirements, market hours and liquidity in the foreign exchange market or otherfactors. Furthermore, the Bank and its affiliates may manage the associated risks of their position in the market in a manner they deemappropriate without regard to the impact of such activities on the depositary, us, ADR holders or beneficial owners. The spread applieddoes not reflect any gains or losses that may be earned or incurred by the Bank and its affiliates as a result of risk management or otherhedging related activity.

Notwithstanding the foregoing,to the extent we provide U.S. dollars to the depositary, neither the Bank nor any of its affiliates will execute a foreign exchange transactionas set forth herein. In such case, the depositary will distribute the U.S. dollars received from us.

Further details relatingto the applicable foreign exchange rate, the applicable spread and the execution of foreign exchange transactions will be provided bythe depositary on ADR.com. Each holder and beneficial owner by holding or owning an ADR or Depositary Share or an interest therein, andwe, each acknowledge and agree that the terms applicable to foreign exchange transactions disclosed from time to time on ADR.com willapply to any foreign exchange transaction executed pursuant to the Deposit Agreement.

We will pay all other fees,charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to timebetween us and the depositary.

The right of the depositaryto charge and receive payment of fees, charges and expenses survives the termination of the Deposit Agreement, and shall extend for thosefees, charges and expenses incurred prior to the effectiveness of any resignation or removal of the depositary.

The fees and charges describedabove may be amended from time to time by agreement between us and the depositary.

The depositary anticipatesreimbursing us for certain expenses incurred by us that are related to the establishment and maintenance of the ADR program upon suchterms and conditions as we and the depositary may agree from time to time. The depositary may make available to us a set amount or a portionof the depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as we and the depositary mayagree from time to time. The depositary may also agree to reduce or waive certain fees that would normally be charged on Depositary Sharesissued to or at the direction of, or otherwise held by, us and/or certain holders and beneficial owners and holders and beneficial ownersof Ordinary Shares of ours. The depositary collects its fees for issuance and cancellation of Depositary Shares directly from investorsdepositing Ordinary Shares or surrendering Depositary Shares for the purpose of withdrawal or from intermediaries acting for them. Thedepositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portionof distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions,or by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The depositary will generallyset off the amounts owing from distributions made to holders of Depositary Shares. If, however, no distribution exists and payment owingis not timely received by the depositary, the depositary may refuse to provide any further services to ADR holders that have not paidthose fees and expenses owing until such fees and expenses have been paid. At the discretion of the depositary, all fees and charges owingunder the Deposit Agreement are due in advance and/or when declared owing by the depositary.

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Payment of Taxes

ADR holders and/or beneficialowners must pay any tax or other governmental charge payable by the custodian or the depositary on any Depositary Share or ADR, depositedsecurity or distribution. If any taxes or other governmental charges (including any penalties and/or interest) shall become payable byor on behalf of the custodian or the depositary with respect to any ADR, any deposited securities represented by the Depositary Sharesevidenced thereby or any distribution thereon such tax or other governmental charge shall be paid by the ADR holder thereof to the depositaryand by holding or owning, or having held or owned, an ADR or any Depositary Shares evidenced thereby, the ADR holder and all beneficialowners thereof, and all prior ADR holders and beneficial owners thereof, jointly and severally, agree to indemnify, defend and save harmlesseach of the depositary and its agents in respect of such tax or other governmental charge. Notwithstanding the depositary’s rightto seek payment from current or former ADR holders and beneficial owners, each ADR holder and beneficial owner, and each prior ADR holderand beneficial owner, by holding or owning, or having held or owned, an ADR or an interest in Depositary Shares acknowledges and agreesthat the depositary has no obligation to seek payment of amounts owing from any current or prior beneficial owner. If an ADR holder owesany tax or other governmental charge, the depositary may (i) deduct the amount thereof from any cash distributions, or (ii) sell depositedsecurities (by public or private sale) and deduct the amount owing from the net proceeds of such sale. In either case, the ADR holderremains liable for any shortfall. If any tax or governmental charge is unpaid, the depositary may also refuse to effect any registration,registration of transfer, split-up or combination of ADRs or withdrawal of deposited securities until such payment is made. If any taxor governmental charge is required to be withheld on any cash distribution, the depositary may deduct the amount required to be withheldfrom any cash distribution or, in the case of a non-cash distribution, sell the distributed property or securities (by public or privatesale) in such amounts and in such manner as the depositary deems necessary and practicable to pay such taxes and distribute any remainingnet proceeds or the balance of any such property after deduction of such taxes to the ADR holders entitled thereto. Neither we nor thedepositary nor any of our or its respective agents, shall be liable to ADR holders or beneficial owners of the Depositary Shares for failureof any of them to comply with applicable tax laws, rules and/or regulations.

As an ADR holder or beneficialowner, you will be agreeing to indemnify us, the depositary, its custodian and any of our or their respective officers, directors, employees,agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additionsto tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained,which obligations shall survive any transfer or surrender of Depositary Shares or the termination of the Deposit Agreement.

Reclassifications, Recapitalizations and Mergers

If we take certain actionsthat affect the deposited securities, including (i) any change in par value, split-up, consolidation, cancellation or other reclassificationof deposited securities or (ii) any distributions of Ordinary Shares or other property not made to holders of ADRs or (iii) any recapitalization,reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all of our assets, then thedepositary may choose to, and shall if reasonably requested by us:

amend the form of ADR;

distribute additional or amended ADRs;

distribute cash, securities or other property it has received in connection with such actions;

sell by public or private sale any securities or property received and distribute the proceeds as cash;or

none of the above.

If the depositary does not choose any of the aboveoptions, any of the cash, securities or other property it receives will constitute part of the deposited securities and each DepositaryShare will then represent a proportionate interest in such property.

Amendment and Termination

How may the Deposit Agreement be amended?

Wemay agree with the depositary to amend the Deposit Agreement and the Depositary Shares without your consent for any reason. ADR holdersmust be given at least thirty (30) days' notice of any amendment that imposes or increases any fees on a per Depositary Share basis, chargesor expenses (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, a transaction feeper cancellation request (including any cancellation request made through SWIFT, facsimile transmission or any other method of communication),applicable delivery expenses or other such fees, charges or expenses), or otherwise prejudices any substantial existing right of ADR holdersor beneficial owners. Such notice need not describe in detail the specific amendments effectuated thereby, but must identify to ADR holdersand beneficial owners a means to access the text of such amendment. If an ADR holder or beneficial owner continues to hold an ADR or ADRs,or an interest therein, after being so notified, such ADR holder and any beneficial owner are deemed to agree to such amendment and tobe bound by the Deposit Agreement as so amended. No amendment, however, will impair your right to surrender your Depositary Shares andreceive the underlying securities, except in order to comply with mandatory provisions of applicable law.

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Anyamendments or supplements that (i) are reasonably necessary (as agreed by us and the depositary) in order for (a) the Depositary Sharesto be registered on Form F-6 under the Securities Act or (b) the Depositary Shares or Ordinary Shares to be traded solely in electronicbook-entry form and (ii)do not in either such case impose or increase any fees or charges to be borne by ADR holders, shall be deemednot to prejudice any substantial rights of ADR holders or beneficial owners. Notwithstanding the foregoing, if any governmental body orregulatory body should adopt new laws, rules or regulations that would require amendment or supplement of the Deposit Agreement or theform of ADR to ensure compliance therewith, we and the depositary may amend or supplement the Deposit Agreement and the form of ADR (andall outstanding ADRs) at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the DepositAgreement in such circ*mstances may become effective before a notice of such amendment or supplement is given to ADR holders or withinany other period of time as required for compliance.

Notice of any amendment tothe Deposit Agreement or form of ADRs shall not need to describe in detail the specific amendments effectuated thereby, and failure todescribe the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case,the notice given to the ADR holders identifies a means for ADR holders and beneficial owners to retrieve or receive the text of such amendment(i.e., upon retrieval from the SEC's, the depositary's or our website or upon request from the depositary).

How may the Deposit Agreement be terminated?

Thedepositary may at any time, and shall at our written direction, terminate the Deposit Agreement and the ADRs by mailing notice of suchtermination to the registered holders of ADRs at least thirty (30) days prior to the date fixed in such notice for such termination; provided,however, if the depositary shall have (i) resigned as depositary under the Deposit Agreement, notice of such termination by the depositaryshall not be provided to registered ADR holders unless a successor depositary shall not be operating under the Deposit Agreement withinsixty (60) days of the date of such resignation, and (ii) been removed as depositary under the Deposit Agreement, notice of such terminationby the depositary shall not be provided to registered holders of ADRs unless a successor depositary shall not be operating under the DepositAgreement on the 60th day after our notice of removal was first provided to the depositary. Notwithstanding anything to the contrary inthe Deposit Agreement, the depositary may terminate the Deposit Agreement (a) without notifying us, but subject to giving thirty (30)days' notice to the ADR holders, under the following circ*mstances: (i) in the event of our bankruptcy, liquidation proceedings or insolvency,(ii) if our Depositary Shares are delisted from a “national securities exchange” (that has registered with the Commissionunder Section 6 of the Securities Exchange Act of 1934, as amended), (iii) if we effect (or will effect) a redemption of all or substantiallyall of the deposited securities, or a cash or share distribution representing a return of all or substantially all of the value of thedeposited securities, (iv) there are no deposited securities with respect to Depositary Shares remaining, including if the deposited securitiesare cancelled, or the deposit securities have been deemed to have no value, or (v) there occurs a merger, consolidation, sale of assetsor other transaction as a result of which securities or other property are delivered in exchange for or in lieu of deposited securities,and (b) immediately without prior notice to the Company, any ADR holder or beneficial owner or any other person if (i) required by anylaw, rule or regulation relating to sanctions by any governmental authority or body, (ii) the depositary would be subject to liabilityunder or pursuant to any law, rule or regulation, or (iii) required by any governmental authority or body, in each case under (b) as determinedby the depositary in its reasonable discretion.

If our Ordinary Shares arenot listed and publicly traded on a stock exchange or in a securities market as of the date so fixed for termination or if, for any reason,the depositary does not sell the deposited securities, then after such date fixed for termination, the depositary shall use its reasonableefforts to ensure that the Depositary Shares cease to be eligible for settlement within DTC and that neither DTC nor any of its nomineesshall thereafter be an ADR holder. At such time as the Depositary Shares cease to be DTC eligible and/or neither DTC nor any of its nomineesis an ADR holder, to the extent we are not, to the depositary’s knowledge, insolvent or in bankruptcy or liquidation, the depositaryshall (A) cancel all outstanding ADRs; (B) request DTC to provide the depositary with information on those holding Depositary Shares throughDTC and, upon receipt thereof, revise the ADR register to reflect the information provided by DTC; (C) instruct its custodian to deliverall deposited securities to us, a subsidiary or affiliate of ours (the company representative) or an independent trust company engagedby us (the trustee) to hold those deposited securities in trust for the beneficial owners of the ADRs if we are not permitted to holdany of the deposited securities under applicable law and/or we have directed the depositary to deliver such deposited securities to thecompany representative or trustee along with a stock transfer form and/or such other instruments of transfer covering such deposited securitiesas are needed under applicable law, in either case referring to the names set forth on the ADR register and (D) provide us with a copyof the ADR register.

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Upon receipt of any instrumentof transfer covering such deposited securities and the ADR Register, we have agreed that we will, depending on what is legally requiredunder local law, either deliver to each person reflected on such ADR register appropriate documentation to effect the transfer to suchpersons of the deposited securities previously represented by the Depositary Shares evidenced by their ADRs, approve the transfer of thedeposited securities previously represented by their ADRs to the persons listed on the ADR register (as applicable), procure the relevantupdates to the register of members of the Company to reflect the transfer of the deposited securities previously represented by theirADRs to the persons listed on the ADR register (as applicable) and provide the depositary with a certified copy of the updated registerof our shareholders.

To the extent the depositaryreasonably believes that we are insolvent, or if we are in receivership, have filed for bankruptcy and/or are otherwise in restructuring,administration or liquidation, and in any such case the deposited securities are not listed and publicly traded on a securities exchangeafter the termination date, or if, for any reason, the depositary believes it is not able to or cannot practicably sell the depositedsecurities promptly and without undue effort, the deposited securities shall be deemed to have no value (and such holder shall be deemedto have instructed the depositary that the deposited securities have no value). The depositary may (and, by holding an ADR or an interesttherein, all holders irrevocably consent and agree that the depositary may) instruct its custodian to deliver all deposited securitiesto us (acting, as applicable by an administrator, receiver, administrative receiver, liquidator, provisional liquidator, restructuringofficer, interim restructuring officer, trustee, controller or other entity overseeing the bankruptcy, insolvency, administration, restructuringor liquidation process) and notify us that the deposited securities are surrendered for no consideration. The Deposit Agreement requiresus, subject to applicable law, to promptly accept the surrender of the deposited securities for no consideration and deliver to the depositarya written notice confirming (A) the acceptance of the surrender of the deposited securities for no consideration and (B) the cancellationof such deposited securities. Promptly after notifying us that the deposited securities are surrendered for no consideration and irrespectiveof whether we haves complied with the immediately preceding sentence, the depositary shall notify ADR holders that their Depositary Shareshave been cancelled with no consideration being payable to such ADR holders.

Upon the depositary's compliancewith the provisions of any of the above three paragraphs, the depositary and its agents shall be discharged from all, and cease to haveany, obligations under the Deposit Agreement and the ADRs.

If our Ordinary Shares arelisted and publicly traded on a securities exchange and the depositary believes that it is able, permissible and practicable to sell thedeposited securities without undue effort, then the depositary may endeavor to publicly or privately sell (as long as it may lawfullydo so) the deposited securities, which sale may be effected in a block sale/single lot transaction and, after the settlement of such sale(s),to the extent legally permissible and practicable, distribute or hold in an account (which may be a segregated or unsegregated account)the net proceeds of such sale(s), less any amounts owing to the depositary (including, without limitation, cancellation fees), togetherwith any other cash then held by it under the Deposit Agreement, in trust, without liability for interest, for the pro rata benefit ofthe holders entitled thereto. After making such sale, the depositary shall be discharged from all obligations in respect of the DepositAgreement and the ADRs, except to account for such net proceeds and other cash.

Limitations on Obligations and Liability

Limits on our obligations and the obligationsof the depositary; limits on liability to ADR holders, beneficial owners and others

Prior to the issue, registration,registration of transfer, split-up, combination, or cancellation of any ADRs, or the delivery of any distribution in respect thereof,and from time to time in the case of the production of proofs as described below, we or the depositary or its custodian may require:

payment with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii)any stock transfer or registration fees in effect for the registration of transfers of Ordinary Shares or other deposited securities uponany applicable register and (iii) any applicable fees and expenses described in the Deposit Agreement;

the production of proof satisfactory to it of (i) the identity of any signatory and genuineness of anysignature and (ii) such other information, including without limitation, information as to citizenship, residence, exchange control approval,beneficial or other ownership of, or interest in, any securities, compliance with applicable law, regulations, provisions of or governingdeposited securities and terms of the Deposit Agreement and the ADRs, as it may deem necessary or proper; and

compliance with such regulations as the depositary may establish consistent with the Deposit Agreementor as the depositary believes are required, necessary or advisable in order to comply with applicable laws, rules and regulations.

The issuance of ADRs, theacceptance of deposits of Ordinary Shares, the registration, registration of transfer, split-up or combination of ADRs or the withdrawalof Ordinary Shares, may be suspended, generally or in particular instances, when the ADR register or any register for deposited securitiesis closed or when any such action is deemed required, necessary or advisable by the depositary for any reason provided that the abilityto withdraw Ordinary Shares may only be limited under the following circ*mstances: (i)temporary delays caused by closing transferbooks of the depositary or our transfer books or the deposit of Ordinary Shares in connection with voting at a shareholders' meeting,or the payment of dividends, (ii) the payment of fees, taxes, and similar charges, and (iii) compliance with any laws or governmentalregulations relating to ADRs or to the withdrawal of deposited securities. The depositary may close the ADR register (and/or any portionthereof) at any time or from time to time when deemed expedient by it.

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The Deposit Agreement expresslylimits the obligations and liability of the depositary, the depositary’s custodian or ourselves and each of our and their respectivedirectors, officers, employees, agents and affiliates, provided, however, that no provision of the Deposit Agreement is intended to constitutea waiver or limitation of any rights that ADR holders or beneficial owners may have under the Securities Act or the Securities ExchangeAct of 1934, to the extent applicable. The Deposit Agreement provides that each of us, the depositary and our respective directors, officers,employees, agents and affiliates will:

incur or assume no liability (including, without limitation, to ADR holders or beneficial owners) if anypresent or future law, rule, regulation, fiat, order or decree of the United States, England, Wales or any other country or jurisdiction,or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of orgoverning any Deposited Securities, any present or future provision of the Company's charter, any act of God, war, terrorism, epidemic,pandemic, nationalization, expropriation, currency restrictions, extraordinary market conditions, work stoppage, strike, civil unrest,revolutions, rebellions, explosions, cyber, ransomware or malware attack, computer failure or circ*mstance our, the depositary's or ourrespective directors’, officers’, employees’, agents' or affiliates’ direct and immediate control shall preventor delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreementor the ADRs provide shall be done or performed by any such party (including, without limitation, voting);

incur or assume no liability (including, without limitation, to ADR holders or beneficial owners) by reasonof anynon-performanceor delay, caused as aforesaid, in the performance of any act or things which by the terms of the DepositAgreement it is provided shall or may be done or performed or any exercise or failure to exercise discretion under the Deposit Agreementor the ADRs including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable;

incur or assume no liability (including, without limitation, to holders or beneficial owners) if it performsits obligations specifically set forth in the Deposit Agreement and ADRs without gross negligence or willful misconduct;

in the case of the depositary and its agents, be under no obligation to appear in, prosecute or defendany action, suit or other proceeding in respect of any deposited securities the Depositary Shares or the ADRs;

in the case of us and our agents, be under no obligation to appear in, prosecute or defend any action,suit or other proceeding in respect of any deposited securities the Depositary Shares or the ADRs, which in our or our agents’ opinion,as the case may be, may involve us in expense or liability, unless indemnity satisfactory to us or our agent, as the case may be againstall expense (including fees and disbursem*nts of counsel) and liability is furnished as often as may be requested;

not be liable (including, without limitation, to ADR holders or beneficial owners) for any action or inactionby it in reliance upon the advice of or information from any legal counsel, any accountant, any person presenting Ordinary Shares fordeposit, any registered holder of ADRs, or any other person believed by it to be competent to give such advice or information and/or,in the case of the depositary, from us; or

may rely and shall be protected in acting upon any written notice, request, direction, instruction ordocument believed by it to be genuine and to have been signed, presented or given by the proper party or parties.

The depositary shall not bea fiduciary or have any fiduciary duty to ADR holders or beneficial owners.

The depositary and its agentsmay fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement,any registered holder or holders of ADRs, any ADRs or otherwise related to the Deposit Agreement or ADRs to the extent such informationis requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrativeor judicial process, banking, securities or other regulators. The depositary shall not be liable for the acts or omissions made by, orthe insolvency of, any securities depository, clearing agency or settlement system. Furthermore, the depositary shall not be responsiblefor, and shall incur no liability in connection with or arising from, the insolvency of any custodian that is not a branch or affiliateof JP Morgan. Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADRs, the depositary shall not be responsiblefor, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the custodian except tothe extent that any registered ADR holder has incurred liability directly as a result of the custodian having (i) committed fraud or willfulmisconduct in the provision of custodial services to the depositary or (ii) failed to use reasonable care in the provision of custodialservices to the depositary as determined in accordance with the standards prevailing in the jurisdiction in which the custodian is located.The depositary and the custodian(s) may use third party delivery services and providers of information regarding matters such as, butnot limited to, pricing, proxy voting, corporate actions, class action litigation and other services in connection with the ADRs and theDeposit Agreement, and use local agents to provide services such as, but not limited to, attendance at any meetings of security holdersof issuers. Although the depositary and the custodian will use reasonable care (and cause their agents to use reasonable care) in theselection and retention of such third-party providers and local agents, they will not be responsible for any errors or omissions madeby them in providing the relevant information or services.

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Thedepositary has no obligation to inform ADR holders or beneficial owners about the requirements of the laws, rules or regulations or anychanges therein or thereto of England, Wales, the United States or any other country or jurisdiction or of any governmental or regulatoryauthority or any securities exchange or market or automated quotation system.

Additionally,none of the depositary, the custodian or us, or any of their or our respective directors, officers, employees, agents or affiliates shallbe liable for the failure by any registered holder of ADRs or beneficial owner to obtain the benefits of credits or refunds of non-U.S.tax paid against such ADR holder's or beneficial owner's income tax liability. The depositary is under no obligation to provide the ADRholders and beneficial owners, or any of them, with any information about our tax status. None of us, the depositary, the custodian orany of our or their respective directors, officers, employees, agents or affiliates shall incur any liability for any tax or tax consequencesthat may be incurred by registered ADR holders or beneficial owners on account of their ownership or disposition of ADRs or DepositaryShares.

Neither the depositary norits agents will be responsible for any failure to carry out any instructions to vote any of the deposited securities, for the manner inwhich any voting instructions are given, including instructions to give a discretionary proxy to a person designated by us, for the mannerin which any vote is cast, including, without limitation, any vote cast by a person to whom the depositary is instructed to grant a discretionaryproxy pursuant to the terms of the Deposit Agreement, or for the effect of any such vote. The depositary shall endeavor to effect anysale of securities or other property and any conversion of currency, securities or other property, in each case as is referred to or contemplatedin the Deposit Agreement or the form of ADR, in accordance with the depositary's normal practices and procedures under the circ*mstancesapplicable to such sale or conversion, but shall have no liability (in the absence of its own willful default or gross negligence or thatof its agents, officers, directors or employees) with respect to the terms of any such sale or conversion, including the price at whichsuch sale or conversion is effected, or if such sale or conversion shall not be practicable, or shall not be believed, deemed or determinedto be practicable by the depositary. Specifically, the depositary shall not have any liability for the price received in connection withany public or private sale of securities (including, without limitation, for any sale made at a nominal price), the timing thereof orany delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligenceon the part of the party so retained in connection with any such sale or proposed sale. The depositary shall not incur any liability inconnection with or arising from any failure, inability or refusal by us or any other party, including any share registrar, transfer agentor other agent appointed by us, the depositary or any other party, to process any transfer, delivery or distribution of cash, shares,other securities or other property, including without limitation upon the termination of the Deposit Agreement, or otherwise to complywith any provisions of the Deposit Agreement that are applicable to it. The depositary may rely upon instructions from us or our counselin respect of any approval or license required for any currency conversion, transfer or distribution. The depositary shall not incur anyliability for the content of any information submitted to it by us or on our behalf for distribution to ADR holders or for any inaccuracyof any translation thereof, for any investment risk associated with acquiring an interest in the deposited securities, for the validityor worth of the deposited securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms ofthe Deposit Agreement or for the failure or timeliness of any notice from us. The depositary shall not be liable for any acts or omissionsmade by a successor depositary whether in connection with a previous act or omission of the depositary or in connection with any matterarising wholly after the removal or resignation of the depositary.

We have agreed to indemnifythe depositary under certain circ*mstances and the depositary has agreed to indemnify us under certain circ*mstances.

Notwithstanding any otherprovision of the Deposit Agreement or the ADRs to the contrary, neither we nor the depositary, nor any of their respective agents shallbe liable to the other for any indirect, special, punitive or consequential damages or lost profits, in each case of any form incurredby any of them or any other person or entity (including, without limitation, holders and beneficial owners), whether or not foreseeableand regardless of the type of action in which such a claim may be brought, collectively Special Damages, except (i)to the extentsuch Special Damages arise from the gross negligence or willful misconduct of the party from whom indemnification is sought or (ii)tothe extent Special Damages arise from or out of a claim brought by a third party (including, without limitation, holders and beneficialowners) against the depositary or its agents acting under the Deposit Agreement, except to the extent such Special Damages arise out ofthe gross negligence or willful misconduct of the party seeking indemnification hereunder.

In the Deposit Agreement eachparty thereto (including, for avoidance of doubt, each ADR holder and beneficial owner) irrevocably waives, to the fullest extent permittedby applicable law, any right it may have to a trial by jury in any suit, action or proceeding against the depositary and/or us directlyor indirectly arising out of or relating to the Ordinary Shares or other deposited securities, the Depositary Shares or the ADRs, theDeposit Agreement or any transaction contemplated therein, or the breach thereof (whether based on contract, tort, common law or any othertheory).

No provision of the DepositAgreement or the ADRs is intended to constitute a waiver or limitation of any rights which an ADR holder or any beneficial owner may haveunder the Securities Act or the Securities Exchange Act of 1934, as amended, to the extent applicable.

The depositary and its agentsmay own and deal in any class of securities of our Company and our affiliates and in Depositary Shares.

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Disclosure of Interest in Depositary Shares

To the extent that the provisionsof or governing any deposited securities may require disclosure of or impose limits on beneficial or other ownership of, or interest in,deposited securities, other Ordinary Shares and other securities and may provide for blocking transfer, voting or other rights to enforcesuch disclosure or limits, you as ADR holders or beneficial owners agree to comply with all such disclosure requirements and ownershiplimitations and to comply with any reasonable instructions we may provide in respect thereof. We reserve the right to instruct ADR holders(and through any such ADR holder, the beneficial owners of Depositary Shares evidenced by the ADRs registered in such ADR holder’sname) to deliver their Depositary Shares for cancellation and withdrawal of the deposited securities so as to permit us to deal directlywith the ADR holder and/or beneficial owner of Depositary Shares as a holder of shares and, by holding a Depositary Share or an interesttherein, ADR holders and beneficial owners of Depositary Shares will be agreeing to comply with such instructions.

Each ADR holder agrees toprovide such information as the Company may request in a disclosure notice, or a Disclosure Notice, given pursuant to the Companies Actor the Articles of Association of the Company. Each ADR holder acknowledges that it understands that failure to comply with a DisclosureNotice may result in the imposition of sanctions against the holder of the underlying Ordinary Shares in respect of which the non-complyingperson is or was, or appears to be or has been, interested as provided in the Companies Act and the Articles of Association which currentlymay include, subject to the granting of an appropriate order by the court, the withdrawal of the voting rights of such Ordinary Sharesand the imposition of restrictions on the rights to receive dividends on and to transfer such Ordinary Shares. In addition, each ADR holderagrees to comply with the provisions of the Disclosure Guidance and Transparency Rules published by the United Kingdom Financial ConductAuthority (as amended from time to time) with regard to the notification to the Company of interests in Ordinary Shares underlying DepositaryShares and certain financial instruments, which currently provide,inter alia, that an ADR holder must notify the Companyof the percentage of its voting rights he holds as a shareholder or holds or is deemed to hold through his direct or indirect holdingof certain financial instruments (or a combination of such holdings) if the percentage of those voting rights reaches, exceeds or fallsbelow specified thresholds.

Books of Depositary

The depositary or its agentwill maintain a register for the registration, registration of transfer, combination and split-up of ADRs, which register shall includethe depositary's direct registration system. Registered holders of ADRs may inspect such records at the depositary's office at all reasonabletimes, but solely for the purpose of communicating with other ADR holders in the interest of the business of our Company or a matter relatingto the Deposit Agreement. Such register (and/or any portion thereof) may be closed at any time or from time to time, when deemed expedientby the depositary.

The depositary will maintainfacilities for the delivery and receipt of ADRs.

Appointment

In the Deposit Agreement,each registered holder of ADRs and each beneficial owner, upon acceptance of any Depositary Shares or ADRs (or any interest in any ofthem) issued in accordance with the terms and conditions of the Deposit Agreement will be deemed for all purposes to:

be a party to and bound by the terms of the Deposit Agreement and the applicable ADR or ADRs,

appoint the depositary its attorney-in-fact, with full power to delegate, to act on its behalf and totake any and all actions contemplated in the Deposit Agreement and the applicable ADR or ADRs, to adopt any and all procedures necessaryto comply with applicable laws and to take such action as the depositary in its sole discretion may deem necessary or appropriate to carryout the purposes of the Deposit Agreement and the applicable ADR and ADRs, the taking of such actions to be the conclusive determinantof the necessity and appropriateness thereof; and

acknowledge and agree that (i) nothing in the Deposit Agreement or any ADR shall give rise to a partnershipor joint venture among the parties thereto, nor establish a fiduciary or similar relationship among such parties, (ii) the depositary,its divisions, branches and affiliates, and their respective agents, may from time to time be in the possession of non-public informationabout us, ADR holders, beneficial owners and/or their respective affiliates, (iii) the depositary and its divisions, branches and affiliatesmay at any time have multiple banking relationships with us, ADR holders, beneficial owners and/or the affiliates of any of them, (iv)the depositary and its divisions, branches and affiliates may, from time to time, be engaged in transactions in which parties adverseto us, ADR holders, or beneficial owners may have interests, (v) nothing contained in the Deposit Agreement or any ADR(s) shall (A) precludethe depositary or any of its divisions, branches or affiliates from engaging in any such transactions or establishing or maintaining anysuch relationships, or (B) obligate the depositary or any of its divisions, branches or affiliates to disclose any such transactions orrelationships or to account for any profit made or payment received in any such transactions or relationships, (vi) the depositary shallnot be deemed to have knowledge of any information held by any branch, division or affiliate of the depositary and (vii) notice to anADR holder shall be deemed, for all purposes of the Deposit Agreement and the ADRs, to constitute notice to any and all beneficial ownersof the Depositary Shares evidenced by such ADR holder's ADRs. For all purposes under the Deposit Agreement and the ADRs, the ADR holdersthereof shall be deemed to have all requisite authority to act on behalf of any and all beneficial owners of the Depositary Shares evidencedby such ADRs.

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Consent to Jurisdiction

In the Deposit Agreement,we have submitted to the non-exclusive jurisdiction of the state and federal courts in New York, New York and appointed an agent for serviceof process on our behalf. Any action based on the Deposit Agreement, the Depositary Shares, the ADRs or the transactions contemplatedtherein or thereby may also be instituted by the depositary against us in any competent court in England and/or Wales, the United Statesand/or any other court of competent jurisdiction.

Under the Deposit Agreement,by holding or owning an ADR or Depositary Share or an interest therein, holders and beneficial owners each irrevocably agree that (i)any legal suit, action or proceeding against or involving holders or beneficial owners brought by us or the depositary, arising out ofor based upon the Deposit Agreement, the Depositary Shares, the ADRs or the transactions contemplated therein or thereby, may be institutedin a state or federal court in New York, New York, and by holding or owning an ADR or Depositary Share or an interest therein each irrevocablywaives any objection that it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusivejurisdiction of such courts in any such suit, action or proceeding and (ii) any legal suit, action or proceeding against or involvingus and/or the depositary brought by holders or beneficial owners, arising out of or based upon the Deposit Agreement, the Depositary Shares,the ADRs or the transactions contemplated therein or thereby, including, without limitation, claims under the Securities Act may be institutedonly in the United States District Court for the Southern District of New York (or in the state courts of New York County in New Yorkif either (a) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particulardispute or (b) the designation of the United States District Court for the Southern District of New York as the exclusive forum for anyparticular dispute is, or becomes, invalid, illegal or unenforceable). In the Deposit Agreement each holder and beneficial owner irrevocablywaives any objection which it may at any time have to the laying of venue of any such proceeding, and irrevocably submits to the jurisdictionof such courts in any such suit, action or proceeding.

Jury Trial Waiver

In the Deposit Agreement,each party thereto (including, for the avoidance of doubt, each holder and beneficial owner of, and/or holder of interests in, DepositaryShares or ADRs) irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in anysuit, action or proceeding against the depositary and/or us directly or indirectly arising out of, based on or relating in any way tothe Ordinary Shares or other deposited securities, the Depositary Shares or the ADRs, the Deposit Agreement or any transaction contemplatedtherein, or the breach thereof (whether based on contract, tort, common law or any other theory), including any claim under the U.S. federalsecurities laws.

If we or the depositary wereto oppose a jury trial demand based on such waiver, the court would determine whether the waiver was enforceable in the facts and circ*mstancesof that case in accordance with applicable state and federal law, including whether a party knowingly, intelligently and voluntarily waivedthe right to a jury trial. The waiver to right to a jury trial in the Deposit Agreement is not intended to be deemed a waiver by any holderor beneficial owner of our or the depositary’s compliance with the U.S. federal securities laws and the rules and regulations promulgatedthereunder.

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TAXATION

Thefollowing summary contains a description of the material U.S. federal income tax and United Kingdom tax consequences of the acquisition,ownership and disposition of Ordinary Shares and Depositary Shares, but it does not purport to be a comprehensive description of all thetax considerations that may be relevant to a decision to purchase Ordinary Shares or Depositary Shares. The summary is based upon theon the tax laws of the United States and regulations thereunder and the tax laws of the United Kingdom and regulations thereunder as ofthe date hereof, which are subject to change.

Certain United KingdomTax Considerations

The following is a generalsummary of certain United Kingdom tax considerations relating to the ownership and disposal of our Ordinary Shares or Depositary Sharesand does not address all possible tax consequences relating to an investment in our Ordinary Shares or Depositary Shares. It is basedon United Kingdom tax law and generally published His Majesty’s Revenue& Customs, or HMRC, practice as of the date ofthis prospectus, both of which are subject to change, possibly with retrospective effect. A United Kingdom tax year runs from April 6thin any year to April 5th in the following year.

Save as provided otherwise,this summary applies only to a person who is the absolute beneficial owner of our Ordinary Shares or Depositary Shares and who is resident(and, in the case of an individual, domiciled) in the United Kingdom for tax purposes and who is not resident for tax purposes in anyother jurisdiction and does not have a permanent establishment or fixed base in any other jurisdiction with which the holding of our OrdinaryShares or Depositary Shares is connected, or a U.K. Holder. A person who is not a U.K. Holder, including a person (a)who is notresident (or, if resident, is not domiciled) in the UnitedKingdom for tax purposes, including an individual and company who tradesin the United Kingdom through a branch, agency or permanent establishment in the United Kingdom to which an Ordinary Share or DepositaryShare is attributable, or (b)who is resident or otherwise subject to tax in a jurisdiction outside the United Kingdom, is recommendedto seek the advice of professional advisors in relation to their taxation obligations.

This summary is for generalinformation only and is not intended to be, nor should it be considered to be, legal or tax advice to any particular investor. It doesnot address all of the tax considerations that may be relevant to specific investors in light of their particular circ*mstances or toinvestors subject to special treatment under United Kingdom tax law. In particular this summary:

only applies to an absolute beneficial owner of Ordinary Shares or Depositary Shares and any dividend paid in respect of that OrdinaryShare where the dividend is regarded for United Kingdom tax purposes as that person’s own income (and not the income of some otherperson); and

(a)only addresses the principal United Kingdom tax consequences for an investor who holds OrdinaryShares or Depositary Shares as a capital asset, (b)does not address the tax consequences that may be relevant to certain specialclasses of investor such as a dealer, broker or trader in shares or securities and any other person who holds Ordinary Shares or DepositaryShares otherwise than as an investment, (c)does not address the tax consequences for a holder that is a financial institution, insurancecompany, collective investment scheme, pension scheme, charity or tax-exempt organization, (d)assumes that a holder is not an officeror employee of the company (nor of any related company) and has not (and is not deemed to have) acquired the Ordinary Shares or DepositaryShares by virtue of an office or employment, and (e)assumes that a holder does not control or hold (and is not deemed to controlor hold), either alone or together with one or more associated or connected persons, directly or indirectly (including through the holdingof Depositary Shares), an interest of 10% or more in the issued share capital (or in any class thereof), voting power, rights to profitsor capital of the company, and is not otherwise connected with the company.

This summary further assumesthat a holder of Depositary Shares is the beneficial owner of the underlying Ordinary Shares for United Kingdom direct tax purposes.

POTENTIAL INVESTORS INTHE DEPOSITARY SHARES SHOULD SATISFY THEMSELVES PRIOR TO INVESTING AS TO THE OVERALL TAX CONSEQUENCES, INCLUDING, SPECIFICALLY, THE CONSEQUENCESUNDER UNITED KINGDOM TAX LAW AND HMRC PRACTICE OF THE ACQUISITION, OWNERSHIP AND DISPOSAL OF THE ORDINARY SHARES OR DEPOSITARY SHARES,IN THEIR OWN PARTICULAR CIRc*msTANCES BY CONSULTING THEIR OWN TAX ADVISERS.

Taxation of Dividends

Withholding Tax.Anindividual holder of Ordinary Shares or Depositary Shares who is not a U.K. Holder will not be chargeable to United Kingdom income taxon a dividend paid by the Company, unless such holder carries on (whether solely or in partnership) a trade, profession or vocation inthe United Kingdom through a branch or agency in the United Kingdom to which the Ordinary Shares or Depositary Shares are attributable.In these circ*mstances, such holder may, depending on his or her individual circ*mstances, be chargeable to United Kingdom income taxon a dividend received from the Company.

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A dividend received by individual U.K. Holderswill be subject to United Kingdom income tax. The rate of United Kingdom income tax that is chargeable on dividends received in eitherthe tax year 2022/2023 or the tax year 2023/2024 by an individual U.K. Holder who is (i)an additional rate taxpayer is 39.35%, (ii)ahigher rate taxpayer is 33.75%, and (iii)a basic rate taxpayer is 8.75%. An individual U.K. Holder may be entitled to a tax-freedividend allowance (in addition to their personal allowance) of £2,000 for the tax year 2022/2023 and £1,000 for the tax year2023/2024, being the amount of dividend income that the relevant individual can receive before United Kingdom income tax is payable. Dividendswithin the dividend allowance will still count towards the relevant individual's basic, higher or additional rate bands, however. An individual’sdividend income is treated as the top slice of their total income that is chargeable to United Kingdom income tax. Dividends which arecovered by an individual’s personal income tax allowance do not count towards and are ignored for the dividend allowance.

Corporation Tax.A U.K. Holder withinthe charge to United Kingdom corporation tax may be entitled to exemption from United Kingdom corporation tax in respect of dividend paymentsin respect of an Ordinary Share. If the conditions for the exemption are not satisfied or such U.K. Holder elects for an otherwise exemptdividend to be taxable, United Kingdom corporation tax will be chargeable on the dividend. From April 1, 2023, the main rate of corporationtax of 25% will apply to companies with profits in excess of £250,000. A lower rate of corporation tax of 19% will apply to companieswith profits of up to £50,000, and a marginal scaled rate between 19% and 25% will apply to companies with profits between £50,000and £250,000. If potential investors are in any doubt as to their position, they should consult their own professional advisers.

A corporate holder of OrdinaryShares or Depositary Shares that is not a U.K. Holder will not be subject to United Kingdom corporation tax on a dividend received fromthe company, unless it carries on a trade in the United Kingdom through a permanent establishment to which the Ordinary Shares or DepositaryShares are attributable. In these circ*mstances, such holder may, depending on its individual circ*mstances and if the exemption fromUnited Kingdom corporation tax discussed above does not apply, be chargeable to United Kingdom corporation tax on dividends received fromthe Company.

U.K.Holders. A disposal or deemed disposal of Ordinary Shares or Depositary Shares by an individual U.K. Holder may, depending on hisor her individual circ*mstances, give rise to a chargeable gain or to an allowable loss for the purpose of United Kingdom capital gainstax. The principal factors that will determine the capital gains tax position on a disposal of Ordinary Shares or Depositary Shares arethe extent to which the holder realizes any other capital gains in the tax year in which the disposal is made, the extent to which theholder has incurred capital losses in that or any earlier tax year and the level at which the annual exempt amount for United Kingdomcapital gains tax (the “annual exempt amount”) is set by the United Kingdom government for that tax year. The annual exemptamount for the 2022/2023 tax year is £12,300 and for the 2023/2024 tax year is £6,000. If, after all allowable deductions,an individual U.K. Holder’s total taxable income for the relevant tax year exceeds the basic rate income tax limit, a taxable capitalgain accruing on a disposal of an Ordinary Share or a Depositary Shares is taxed at the rate of 20%. In other cases, a taxable capitalgain accruing on a disposal of our Ordinary Shares or Depositary Shares may be taxed at the rate of 10% or the rate of 20% or at a combinationof both rates.

Anindividual U.K. Holder who ceases to be resident in the United Kingdom (or who fails to be regarded as resident in a territory outsidethe United Kingdom for the purposes of double taxation relief) for a period of less than five calendar years and who disposes of OrdinaryShares or Depositary Shares during that period of temporary non-United Kingdom residence may be liable to United Kingdom capital gainstax on a chargeable gain accruing on such disposal on his or her return to the United Kingdom (or upon ceasing to be regarded as residentoutside the United Kingdom for the purposes of double taxation relief) (subject to available exemptions or reliefs).

Adisposal (or deemed disposal) of Ordinary Shares or Depositary Shares by a corporate U.K. Holder may give rise to a chargeable gain oran allowable loss for such holder for the purpose of United Kingdom corporation tax.

Anygain or loss in respect of currency fluctuations over the period of holding Ordinary Shares or Depositary Shares is also brought intoaccount on a disposal.

Non-U.K.Holders. An individual holder who is not a U.K. Holder will not be liable to United Kingdom capital gains tax on capital gains realizedon the disposal of Ordinary Shares or Depositary Shares unless such holder carries on (whether solely or in partnership) a trade, professionor vocation in the U.K. through a branch or agency in the United Kingdom to which the Ordinary Shares or Depositary Shares are attributable.In these circ*mstances, such holder may, depending on his or her individual circ*mstances, be chargeable to United Kingdom capital gainstax on chargeable gains arising from a disposal of his or her Ordinary Shares or Depositary Shares.

Acorporate holder of Ordinary Shares or Depositary Shares that is not a U.K. Holder will not be liable for United Kingdom corporation taxon chargeable gains realized on the disposal of Ordinary Shares or Depositary Shares unless it carries on a trade in the United Kingdomthrough a permanent establishment to which the Ordinary Shares or Depositary Shares are attributable. In these circ*mstances, a disposal(or deemed disposal) of Ordinary Shares or Depositary Shares by such holder may give rise to a chargeable gain or an allowable loss forthe purposes of United Kingdom corporation tax.

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Inheritance Tax

Iffor the purposes of the Double Taxation Relief (Taxes on Estates of Deceased Persons and on Gifts) Treaty United States of America Order1979 (SI 1979/1454) between the United States and the United Kingdom an individual holder is at the time of their death or a transfermade during their lifetime, domiciled in the United States and is not a national of the United Kingdom, any Ordinary Shares or DepositaryShares beneficially owned by that holder should not generally be subject to United Kingdom inheritance tax, provided that any applicableUnited States federal gift or estate tax liability is paid, except where (i)the Ordinary Shares or Depositary Shares are part ofthe business property of a United Kingdom permanent establishment or pertains to a United Kingdom fixed base used for the performanceof independent personal services; or (ii)the Ordinary Shares or Depositary Shares are comprised in a settlement unless, at the timethe settlement was made, the settlor was domiciled in the United States and not a national of the United Kingdom (in which case no chargeto United Kingdom inheritance tax should apply).

Stamp Duty and Stamp Duty Reserve Tax

The United Kingdom stamp duty,or stamp duty, and United Kingdom stamp duty reserve tax, or SDRT, treatment of the issue and transfer of, and the agreement to transfer,an ordinary share outside a depositary receipt system or a clearance service is discussed in the paragraphs under “General”below. The stamp duty and SDRT treatment of such transactions in relation to such systems is discussed in the paragraphs under “DepositaryReceipt Systems and Clearance Services” below.

General

Anagreement to transfer an ordinary share will normally give rise to a charge to SDRT at the rate of 0.5% of the amount or value of theconsideration payable for the transfer. SDRT is, in general, payable by the purchaser.

Thetransfer of an Ordinary Share would be subject to stamp duty at the rate of 0.5% of the consideration given for the transfer (roundedup to the next £5). The purchaser is liable to HMRC for the payment of the stamp duty (if any). Under current HMRC guidance, nostamp duty should be payable on a written instrument transferring a Depositary Share or on a written agreement to transfer a DepositaryShare, on the basis that the Depositary Share is not regarded as either “stock” or a “marketable security” forUnited Kingdom stamp duty purposes.

Ifa duly stamped transfer completing an agreement to transfer is produced within six years of the date on which the agreement is made (or,if the agreement is conditional, the date on which the agreement becomes unconditional) any SDRT already paid is generally repayable,normally with interest, and any SDRT charge yet to be paid is canceled to avoid a double charge as the stamp duty has been paid.

NoSDRT or stamp duty is chargeable in respect of shares that are admitted to trading on a “recognized growth market” and notlisted on any “recognized stock exchange,” or the AIM Exemption. For so long as the Ordinary Shares were admitted to tradingon AIM (which qualifies as a “recognized growth market”) and not listed on a market that would qualify as a “recognizedstock exchange,” the AIM Exemption would apply and the transfer of Ordinary Shares or agreement to transfer Ordinary Shares wouldbe exempt from the charge to stamp duty and/or SDRT (as applicable) under the AIM Exemption. Following the cancellation of admission ofthe Ordinary Shares on AIM, the AIM Exemption no longer applies.

Depositary Receipt Systems and ClearanceServices

TheCourt of Justice of the European Union in C-569/07HSBC Holdings Plc, Vidacos Nominees Limited v The Commissioners of Her Majesty’sRevenue& Customsand the First-tier Tax Tribunal decision inHSBC Holdings Plc and the Bank of New York MellonCorporation v The Commissioners of Her Majesty’s Revenue& Customs, have considered the provisions of the EuropeanUnion Council Directive 69/335/EEC, which was subsequently substituted by the European Union Council Directive 2008/7/EEC, or the E.U.Directives. Following these decisions HMRC has publicly confirmed that issues or transfers of shares of United Kingdom incorporated companies,such as us, to a clearance service (such as, in our understanding, DTC) or a depositary receipt system will not be charged to United KingdomSDRT at 1.5% where that issue or transfer is an integral part of a raising of new capital.

Itwas announced as part of the United Kingdom Budget 2017 by the United Kingdom government that the 1.5% stamp duty and SDRT charge willnot be enforced on the issue of shares by United Kingdom incorporated companies (and transfers of such shares where the transfer is integralto new capital raising) into clearance services and depositary receipt systems following Brexit. However, the United Kingdom governmentcould potentially introduce new United Kingdom legislation with the effect that a future issue or transfer of our Ordinary Shares intoa clearance service or depositary receipt system (even where such an issue or transfer is an integral part of the raising of new capitalby the company) may potentially become chargeable to 1.5% stamp duty or SDRT.

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Wherean ordinary share is transferred (i)to, or to a nominee for, a person whose business is or includes the provision of clearance servicesor (ii)to, or to a nominee for a person whose business is or includes issuing depositary receipts and that transfer is not integralto the raising of new capital by the company, stamp duty or SDRT would generally be chargeable at the rate of 1.5% of the amount or valueof the consideration given or, in certain circ*mstances, the value of the shares. Such a stamp duty or SDRT charge will arise if the transfertakes place at a time when the Ordinary Shares are admitted to trading on AIM such that the AIM Exemption would apply. Following the cancellationof the admission of the Ordinary Shares on AIM, however, the AIM Exemption no longer is available.

Thereis an exception from the 1.5% charge on the transfer to, or to a nominee, a clearance service where the clearance service has made andmaintained an election under section 97A(1) of the Finance Act 1986, which has been approved by HMRC. If such an election were made bya clearance service, SDRT at the rate of 0.5% of the amount or value of the consideration payable for the transfer would arise on anytransfer of an ordinary share into such a clearance service and on subsequent agreements to transfer such share within such clearanceservice. It is our understanding that DTC has not to date made an election under section 97A(1) of the Finance Act of 1986.

Anyliability for stamp duty or SDRT in respect of a transfer into a clearance service or depositary receipt system, or in respect of a transferwithin such a service, which does arise, will strictly be accountable to HMRC by the clearance service or depositary receipt system operatoror their nominee, as the case may be, but will, in practice, be payable by the participants in the clearance service or depositary receiptsystem.

Certain United StatesTaxation Matters

The following is a summaryof material United States federal income tax consequences of the ownership and disposition of Depositary Shares by United States holders(as defined below). This summary is for general information only and is not tax advice. Each investor should consult its tax advisor withrespect to the tax consequences of the ownership and disposition of our securities.

This summary is based on provisionsof the Internal Revenue Code of 1986, as amended, or the Code, United States Treasury regulations promulgated thereunder (whether final,temporary, or proposed), administrative rulings, and judicial interpretations thereof, and the Convention Between the Government of theUnited Kingdom of Great Britain and Northern Ireland and the Government of the United States of America for the Avoidance of Double Taxationand the Prevention of Fiscal Evasion with Respect to Taxes on Income and on Capital Gains of 2001, as amended (referred to below as theUnited States-U.K. Treaty), all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect.

For purposes of this discussion,the term “United States holder” means a holder of our Ordinary Shares or Depositary Shares that is, for United States federalincome tax purposes:

an individual who is a citizen or resident of the United States;

a corporation or other entity taxable as a corporation that is created or organized in the United Statesor under the laws of the United States or any state thereof or the District of Columbia;

an estate the income of which is subject to United States federal income taxation regardless of its source;or

any trust if (a) a court within the United States is able to exercise primary supervision over the administrationof the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or (b) such trusthas a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

This summary addresses onlythe United States federal income tax considerations for United States holders that acquire and hold the Depositary Shares as capital assetswithin the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspectsof United States federal income taxation that may be relevant to a holder in light of its particular circ*mstances, or that may applyto holders that are subject to special treatment under the United States federal income tax laws (including, for example, banks, financialinstitutions, underwriters, insurance companies, dealers in securities or foreign currencies, traders in securities who elect the mark-to-marketmethod of accounting for their securities, persons subject to the alternative minimum tax, persons that have a functional currency otherthan the United States dollar, tax-exempt organizations (including private foundations), mutual funds, subchapter S corporations, partnershipsor other pass-through entities for United States federal income tax purposes, certain expatriates, corporations that accumulate earningsto avoid United States federal income tax, persons who hold Depositary Shares as part of a hedge, straddle, constructive sale, conversionor other integrated transaction, persons who acquire Depositary Shares through the exercise of options or other compensation arrangements,persons who own (or are treated as owning) 10% or more of our outstanding voting stock, or persons who are not United States holders).In addition, this discussion does not address any aspect of state, local, foreign, estate, gift or other tax law that may apply to holdersof Depositary Shares.

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The United States federalincome tax treatment of a partner in a partnership (including any entity or arrangement treated as a partnership for United States federalincome tax purposes) generally will depend on the status of the partner and the activities of the partnership. A partner in such a partnershipshould consult its tax advisor regarding the associated tax consequences.

Consequences Relating to Ownership and Dispositionof Depositary Shares

Ownership of DepositaryShares. For United States federal income tax purposes, a holder of Depositary Shares will generally be treated as if such holder directlyowned the ordinary shares represented by such Depositary Shares.

Distributions on DepositaryShares. Subject to the discussion below under “—Passive Foreign Investment Company Rules,” the grossamount of any distribution on Depositary Shares (including withheld taxes, if any) made out of our current or accumulated earnings andprofits (as determined for United States federal income tax purposes) will generally be taxable to a United States holder as dividendincome on the date such distribution is actually or constructively received. Any such dividends paid to corporate United States holdersgenerally will not qualify for the dividends received deduction that may otherwise be allowed under the Code. Distributions in excessof our current and accumulated earnings and profits would generally be treated first as a non-taxable return of capital to the extentof the United States holder’s basis in the Depositary Shares, and thereafter as capital gain. However, since we do not calculateour earnings and profits under United States federal income tax principles, it is expected that any distribution on Depositary Shareswill be reported as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gainunder the rules described above.

Dividends paid in currenciesother than the United States dollar, if any, will generally be taxable to a United States holder as ordinary dividend income in an amountequal to the United States dollar value of the currency received on the date such distribution is actually or constructively received.Such United States dollar value must be determined using the spot rate of exchange on such date, regardless of whether the non-UnitedStates currency is actually converted into United States dollars on such date. The United States holder may realize exchange gain or lossif the currency received is converted into United States dollars after the date on which it is actually or constructively received. Ingeneral, any such gain or loss will be ordinary and will be treated as from sources within the United States for United States foreigntax credit purposes.

Subject to the discussionbelow under “—3.8% Medicare Tax on Net Investment Income,” dividends received by certain non-corporateUnited States holders (including individuals) from a “qualified foreign corporation” may be eligible for reduced rates oftaxation, currently at a maximum rate of 20%, provided that certain holding period requirements and other conditions are satisfied. Forthese purposes, a foreign corporation will generally be treated as a qualified foreign corporation with respect to dividends paid by thatcorporation on shares that are readily tradable on an established securities market in the United States. United States Treasury Departmentguidance indicates that the Depositary Shares, which are listed on the NASDAQ Capital Market, would be considered readily tradable onan established securities market in the United States. However, there can be no assurance that the Depositary Shares will be consideredreadily tradable on an established securities market in future years. A foreign corporation is also treated as a qualified foreign corporationif it is eligible for the benefits of a comprehensive income tax treaty with the United States which is determined by the United StatesTreasury Department to be satisfactory for purposes of these rules and which includes an exchange of information provision. The UnitedStates Treasury Department has determined that the United States-U.K. Treaty meets these requirements. We would not constitute a qualifiedforeign corporation for purposes of these rules if we are a passive foreign investment company for the taxable year in which we pay adividend or for the preceding taxable year, as discussed below under “—Passive Foreign Investment Company Rules.”

Subject to certain conditionsand limitations, non-United States taxes, if any, withheld on dividends paid by the Company may be treated as foreign taxes eligible fora credit against a United States holder’s United States federal income tax liability under the United States foreign tax creditrules. The rules governing the United States foreign tax credit are complex, and United States holders should consult their tax advisorsregarding the availability of the United States foreign tax credit under their particular circ*mstances.

Sale of Depositary Shares

A United States holder willgenerally recognize gain or loss on any sale, exchange, redemption, or other taxable disposition of Depositary Shares in an amount equalto the difference between the amount realized on the disposition and such holder’s tax basis in such securities. Subject to thediscussion below under “—Passive Foreign Investment Company Rules,” any gain or loss recognized by a United Statesholder on a taxable disposition of Depositary Shares will generally be capital gain or loss and will be long-term capital gain or lossif the holder’s holding period in such share exceeds one year at the time of the disposition. The deductibility of capital lossesis subject to limitations.

For a cash basis taxpayer,units of foreign currency received will generally be translated into United States dollars at the spot rate on the settlement date ofthe sale. In that case, no foreign currency exchange gain or loss will result from currency fluctuations between the trade date and thesettlement date of such sale. An accrual basis taxpayer may elect to apply the same rules applicable to cash basis taxpayers with respectto the sale of ADRs that are traded on an established securities market, provided that the election must be applied consistently fromyear to year and cannot be changed without the consent of the IRS. For an accrual method taxpayer who does not make such an election,units of foreign currency received will generally be translated into United States dollars at the spot rate on the trade date of the sale.Such an accrual basis taxpayer may recognize foreign currency exchange gain or loss based on currency fluctuations between the trade dateand the settlement date of such sale. In general, any such gain or loss will be ordinary and will be treated as from sources within theUnited States for United States foreign tax credit purposes.

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Passive Foreign Investment Company Rules

A foreign corporation is aPFIC if either (1) 75% or more of its gross income for the taxable year is passive income or (2) the average percentage of assets heldby such corporation during the taxable year that produce passive income or that are held for the production of passive income is at least50%. For purposes of applying the tests in the preceding sentence, the foreign corporation is deemed to own its proportionate share ofthe assets, and to receive directly its proportionate share of the income, of any other corporation of which the foreign corporation owns,directly or indirectly, at least 25% by value of the stock.

Basedupon estimates with respect to its income, assets, and operations, it is expected that we will not be a PFIC for the current taxable year.However, because the determination of PFIC status must be made on an annual basis after the end of the taxable year and will depend onthe composition of the income and assets, as well as the nature of the activities, of our activities and those of our subsidiaries fromtime to time, there can be no assurance that we will not be considered a PFIC for any taxable year.

Ifwe were to be classified as a PFIC for any taxable year in which a United States holder held the Depositary Shares, various adverse UnitedStates tax consequences could result to such United States holders, including taxation of gain on a sale or other disposition of the sharesof the corporation, Depositary Shares at ordinary income rates and imposition of an interest charge on gain or on distributions with respectto the shares, Depositary Shares. Unless a United States holder of PFIC shares elects, in either case if eligible, to be taxed annuallyon a mark-to-market basis or makes a QEF election and certain other requirements are met, gain realized on the sale or other dispositionof PFIC shares would generally not be treated as capital gain. Instead, the United States holder would be treated as if the United Statesholder had realized such gain ratably over the holder’s holding period for such securities. The amounts allocated to the taxableyear of sale or other disposition and to any year before the foreign corporation became a PFIC would be taxed as ordinary income. Theamount allocated to each other taxable year would be subject to tax at the highest rate in effect for such year, together with an interestcharge in respect of the tax attributable to each such year. Similar rules apply to the extent any distribution in respect of PFIC sharesexceeds 125% of the average annual distribution on such PFIC securities received by the shareholder during the preceding three years orholding period, whichever is shorter. With certain exceptions, a foreign corporation is treated as a PFIC with respect to a shareholder(or warrant holder, as applicable) if the corporation was a PFIC with respect to such holder at any time during the holder’s holdingperiod of the foreign corporation’s stock or warrants. Dividends paid to with respect to shares of a PFIC are not eligible for thespecial tax rates applicable to qualified dividend income of certain non-corporate holders. Instead, such dividend income is taxable atrates applicable to ordinary income.

Ifwe were to be treated as a PFIC, the tax consequences described above could be avoided by a “mark-to-market” election withrespect to the Depositary Shares. A United States holder making a “mark-to-market” election (assuming the requirements forsuch an election are satisfied) generally would (i) be required to include as ordinary income the excess of the fair market value of theDepositary Shares on the last day of the United States holder’s taxable year over the United States holder’s adjusted taxbasis in such Depositary Shares and (ii) be allowed a deduction in an amount equal to the lesser of (A) the excess, if any, of the UnitedStates holder’s adjusted tax basis in the Depositary Shares over the fair market value of such Depositary Shares on the last dayof the United States holder’s taxable year or (B) the excess, if any, of the amount included in income because of the election forprior taxable years over the amount allowed as a deduction because of the election for prior taxable years. In addition, upon a sale orother taxable disposition of Depositary Shares, a United States holder would recognize ordinary income or loss (which loss could not bein excess of the amount included in income because of the election for prior taxable years over the amount allowed as a deduction becauseof the election for prior taxable years). If we were to be treated as a PFIC, different rules would apply to a United States holder makinga QEF election with respect to Depositary Shares. However, we do not intend to prepare or provide the information necessary for UnitedStates shareholders to make a QEF election.

UnitedStates holders are urged to consult their own tax advisors about the PFIC rules, including the availability of the “mark-to-market”election.

3.8% Medicare Tax on “Net InvestmentIncome”

A 3.8% tax, or “MedicareTax,” is imposed on all or a portion of “net investment income,” which may include any gain realized or amounts receivedwith respect to Depositary Shares received by (i) United States holders that are individuals with modified adjusted gross income in excessof certain thresholds, and (ii) certain estates and trusts. United States holders should consult their own tax advisors with respect tothe applicability of the Medicare Tax resulting from ownership or disposition of Depositary Shares.

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Information Reporting and Backup Withholding

United States holders maybe subject to information reporting requirements and may be subject to backup withholding with respect to dividends on Depositary Sharesand on the proceeds from the sale, exchange, or disposition of Depositary Shares, currently at a rate of 24%, unless the United Statesholder provides an accurate taxpayer identification number and complies with certain certification procedures or otherwise establishesan exemption from backup withholding. Backup withholding is not an additional tax and amounts withheld may be allowed as a credit againstthe United States holder’s United States federal income tax liability and may entitle the United States holder to a refund, providedthat certain required information is timely furnished to the IRS.

Sale of Depositary Shares or Warrants

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SELLING SHAREHOLDERS

This prospectus covers thepossible resale from time to time by the selling shareholders identified in the table below of Ordinary Shares represented by DepositaryShares, including Ordinary Shares represented by Depositary Shares issuable upon the exercise of the Series G Warrants, Series H Warrants,and the Warrant Agent Warrants (referred to in this section collectively and individually as the “warrants”). The sellingshareholders may sell some, all or none of their Ordinary Shares represented by Depositary Shares. We do not know how long the sellingshareholders will hold the warrants, whether any will exercise the warrants, and upon such exercise, how long such selling shareholderswill hold the Ordinary Shares represented by Depositary Shares before selling them, and we currently have no agreements, arrangementsor understandings with the selling shareholders regarding the sale of any of the shares.

The table below lists theselling shareholders and other information regarding the beneficial ownership of the Ordinary Shares represented by Depositary Sharesby each of the selling shareholders. The second column lists the number of Ordinary Shares represented by Depositary Shares beneficiallyowned by each selling shareholder, based on its ownership of Depositary Shares and warrants to purchase Depositary Shares, as of May 31,2024, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on conversionsor exercises. The third column lists the maximum number of Ordinary Shares represented by Depositary Shares being offered in this prospectusby the selling shareholders. The fourth and fifth columns list the amount of Ordinary Shares represented by Depositary Shares owned afterthe offering, by number of Ordinary Shares represented by Depositary Shares and percentage of outstanding Ordinary Shares, assuming inboth cases the sale of all of the Ordinary Shares represented by Depositary Shares offered by the selling shareholders pursuant to thisprospectus, and without regard to any limitations on conversions or exercises.

In accordance with the termsof a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the numberof Ordinary Shares issued to the selling shareholders at the Closing and the number of Ordinary Shares issued to the selling shareholdersupon the exercise of the warrants issued at the Closing and (ii) the maximum number of Ordinary Shares upon exercise of the related warrants,determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registrationstatement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination andall subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants.

Under the terms of the warrants,a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with itsaffiliates and attribution parties, to beneficially own a number of Ordinary Shares which would exceed 4.99% or 9.99%, as applicable,of our then outstanding Ordinary Shares following such exercise, excluding for purposes of such determination Ordinary Shares issuableupon exercise of such warrants which have not been exercised. The beneficial ownership limitation may be increased or decreased, providedthat in no event shall it exceed 9.99%, upon notice to us, provided that any increase in the beneficial ownership limitation shall notbe effective until 61 days following the receipt of such notice by us. The number of shares in the table below does not reflect this limitation.See “Plan of Distribution.” The selling shareholders may sell all, some or none of their Ordinary Shares in this offering.See “Plan of Distribution.”

Name of Selling Shareholder	Number of Ordinary Shares Owned Prior to Offering **	Maximum Number of Ordinary Shares to be Sold Pursuant to this Prospectus **	Number of Ordinary Shares Owned After Offering** (1)	Percentage of Ordinary Shares Owned after the Offering** *
Bigger Capital Fund, LP (2)	425,035,200	324,757,600	100,277,600	2.7%
Boothbay Absolute Return Strategies, LP (3)	208,881,200	169,908,000	38,973,200	1.1%
Boothbay Diversified Alpha Master Fund LP (4)	106,452,400	86,592,000	19,860,400	*
Brio Capital Master Fund Ltd. (5)	523,812,400	300,000,000	223,812,400	6.2%
Cavalry Fund I LP (6)	1,281,883,200	436,940,000	844,943,200	20.6%
Cavalry Investment Fund LP (7)	207,982,400	48,549,200	159,433,200	4.3%
District 2 Capital Fund LP (8)	453,062,000	362,452,000	90,610,000	2.4%
Ionic Ventures, LLC (9)	483,998,000	300,000,000	183,998,000	5.1%
Iroquois Capital Investment Group LLC (10)	158,902,000	97,500,000	61,402,000	1.7%
Iroquois Master Fund Ltd. (11)	166,392,800	82,500,000	83,892,800	2.3%
Kingsbrook Opportunities Master Fund LP (12)	34,501,200	28,500,000	6,001,200	*
Mercer Street Global Opportunity Fund LLC (13)	429,317,200	183,993,200	245,324,000	6.4%
Ladenburg Thalmann & Co., Inc. (14)	78,796,400	25,831,600	52,964,800	1.4%
Nicholas Stergis (15)	32,289,200	32,289,200	--	--
David Coherd (16)	4,520,400	4,520,400	--	--
Marc Weinberger (17)	1,937,200	1,937,200	--	--

__________________

* Represents beneficial ownership of less than 1%.

** Subject to beneficial ownership blocker.

*** Based upon 3,626,112,922 Ordinary Shares issued and outstandingas of May 31, 2024.

(1)

Assumes that all Ordinary Shares being registered under the registrationstatement of which this prospectus forms a part are sold in this offering, and that none of the selling stockholders acquire additionalOrdinary Shares after the date of this prospectus and prior to completion of this offering.

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(2)

The selling shareholder holds (i) warrants issued by us in priortransactions which entitle the selling shareholder to purchase an aggregate of 100,277,600 Ordinary Shares (in the form of DepositaryShares), and (ii) Replacement Warrants issued by us which entitle the selling shareholder to purchase an aggregate of 324,757,600 OrdinaryShares (in the form of Depositary Shares) and which we are registering hereby. The warrants are subject to a beneficial ownership limitationof 9.99%, which does not permit the selling shareholder to exercise that portion of the warrants that would result in the selling shareholderand its affiliates owning, after exercise, a number of our Ordinary Shares in excess of the beneficial ownership limitation. The amountsand percentages in the table do not give effect to the 9.99% beneficial ownership limitation, if applicable. The principal business addressof Bigger Capital Fund, LP is 11700 West Charleston Blvd, #170-659, Las Vegas, NV 89135.

(3)

The selling shareholder holds (i) 35,771,200 Ordinary Shares (in the form of Depositary Shares), (ii)warrants issued by us in a prior transaction which entitle the selling shareholder to purchase an aggregate of 3,202,000 Ordinary Shares(in the form of Depositary Shares), and (iii) Replacement Warrants issued by us which entitle theselling shareholder to purchase an aggregate of 169,908,000 Ordinary Shares (in the form of Depositary Shares) and which we are registeringhereby. The warrants are subject to a beneficial ownership limitation of 4.99%, which does not permit the selling shareholder toexercise that portion of the warrants that would result in the selling shareholder and its affiliates owning, after exercise, a numberof our Ordinary Shares in excess of the beneficial ownership limitation. The amounts and percentages in the table do not give effect tothe 4.99% beneficial ownership limitation, if applicable. Boothbay Absolute Return Strategies, LP, a Delaware limited partnership, orBBARS, is managed by Boothbay Fund Management, LLC, a Delaware limited liability company, or Boothbay. Boothbay, in its capacity as theinvestment manager of BBARS, has the power to vote and the power to direct the disposition of all securities held by BBARS. Ari Glassis the Managing Member of Boothbay. Each of BBARS, Boothbay and Mr. Glass disclaim beneficial ownership of these securities, except tothe extent of any pecuniary interest therein. The principal business address of BBARS is c/o Boothbay Fund Management, LLC, 140 East 45thStreet, 14th Floor, New York, NY 10017.

(4)

The selling shareholder holds (i) 18,228,800 Ordinary Shares (in the form of Depositary Shares), (ii)warrants issued by us in a prior transaction which entitle the selling shareholder to purchase an aggregate of 1,631,600 Ordinary Shares(in the form of Depositary Shares), and (iii) Replacement Warrants issued by us which entitle theselling shareholder to purchase an aggregate of 86,592,000 Ordinary Shares (in the form ofDepositary Shares) and which we are registering hereby. The warrants are subject to a beneficial ownership limitation of 4.99%,which does not permit the selling shareholder to exercise that portion of the warrants that would result in the selling shareholder andits affiliates owning, after exercise, a number of our Ordinary Shares in excess of the beneficial ownership limitation. The amounts andpercentages in the table do not give effect to the 4.99% beneficial ownership limitation, if applicable. Boothbay Diversified Alpha MasterFund LP, a Cayman Islands limited partnership, or BBDAMF, is managed by Boothbay. Boothbay, in its capacity as the investment managerof BBDAMF, has the power to vote and the power to direct the disposition of all securities held by BBDAMF. Ari Glass is the Managing Memberof Boothbay. Each of BBDAMF, Boothbay and Mr. Glass disclaim beneficial ownership of these securities, except to the extent of any pecuniaryinterest therein. The principal business address of BBDAMF is c/o Boothbay Fund Management, LLC, 140 East 45th Street, 14th Floor, NewYork, NY 10017.

(5)

The selling shareholder holds (i) 214,144,400 Ordinary Shares (in the form of Depositary Shares), (ii)warrants issued by us in a prior transaction which entitle the selling shareholder to purchase an aggregate of 9,668,000 Ordinary Shares(in the form of Depositary Shares), and (iii) Replacement Warrants issued by us which entitle theselling shareholder to purchase an aggregate of 300,000,000 Ordinary Shares (in the formof Depositary Shares) and which we are registering hereby. The warrants are subject to a beneficial ownership limitation of 4.99%,which does not permit the selling shareholder to exercise that portion of the warrants that would result in the selling shareholder andits affiliates owning, after exercise, a number of our Ordinary Shares in excess of the beneficial ownership limitation. The amounts andpercentages in the table do not give effect to the 4.99% beneficial ownership limitation, if applicable. The principal business addressof Brio Capital Master Fund Ltd. is c/o Brio Capital Management LLC, 100 Merrick Road, Suite 401W, Rockville Centre, NY 11570.

(6)

The selling shareholder holds(i) 375,480,000 Ordinary Shares (in the form of Depositary Shares), (ii) warrants issued by us in a prior transaction which entitlethe selling shareholder to purchase an aggregate of 469,463,200 Ordinary Shares (in the form of Depositary Shares), and (iii) ReplacementWarrants issued by us which entitle the selling shareholder to purchase an aggregate of 436,940,000 OrdinaryShares (in the form of Depositary Shares) and which we are registering hereby. The warrants are subject to a beneficial ownership limitationof 4.99%, which does not permit the selling shareholder to exercise that portion of the warrants that would result in the selling shareholderand its affiliates owning, after exercise, a number of our Ordinary Shares in excess of the beneficial ownership limitation. The amountsand percentages in the table do not give effect to the 4.99% beneficial ownership limitation, if applicable. The principal business addressof Cavalry Fund I LP is 82 E. Allendale Road, Suite 5B, Saddle River, NJ 07458.

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(7)

The selling shareholder holds(i) 91,318,400 Ordinary Shares (in the form of Depositary Shares), (ii) warrants issued by us in prior transactions which entitlethe selling shareholder to purchase an aggregate of 68,114,800 Ordinary Shares (in the form of Depositary Shares), and (iii) ReplacementWarrants issued by us which entitle the selling shareholder to purchase an aggregate of 48,549,200 OrdinaryShares (in the form of Depositary Shares) and which we are registering hereby. The warrants are subject to a beneficial ownership limitationof 4.99%, which does not permit the selling shareholder to exercise that portion of the warrants that would result in the selling shareholderand its affiliates owning, after exercise, a number of our Ordinary Shares in excess of the beneficial ownership limitation. The amountsand percentages in the table do not give effect to the 4.99% beneficial ownership limitation, if applicable. The principal business addressof CavalryInvestment Fund LPis 82 E. Allendale Road, Suite 5B, Saddle River, NJ 07458.

(8)

The selling shareholder holds (i) warrants issued by us in a prior transaction which entitle the sellingshareholder to purchase an aggregate of 90,610,000 Ordinary Shares (in the form of Depositary Shares), and (ii) ReplacementWarrants issued by us which entitle the selling shareholder to purchase an aggregate of 362,452,000 OrdinaryShares (in the form of Depositary Shares) and which we are registering hereby. The warrants are subject to a beneficial ownershiplimitation of 9.99%, which does not permit the selling shareholder to exercise that portion of the warrants that would result in the sellingshareholder and its affiliates owning, after exercise, a number of our Ordinary Shares in excess of the beneficial ownership limitation.The amounts and percentages in the table do not give effect to the 9.99% beneficial ownership limitation, if applicable. The principalbusiness address of District 2 Capital Fund LP is 14 Wall Street, 2nd Floor, Huntington, NY 11743.

(9)

The selling shareholder holds (i) 174,330,400 Ordinary Shares(in the form of Depositary Shares), (ii) warrants issued by us in a prior transaction which entitle the selling shareholder to purchasean aggregate of 9,667,600 Ordinary Shares (in the form of Depositary Shares), and (iii) ReplacementWarrants issued by us which entitle the selling shareholder to purchase an aggregate of 300,000,000 OrdinaryShares (in the form of Depositary Shares) and which we are registering hereby. The warrants are subject to a beneficial ownership limitationof 4.99%, which does not permit the selling shareholder to exercise that portion of the warrants that would result in the selling shareholderand its affiliates owning, after exercise, a number of our Ordinary Shares in excess of the beneficial ownership limitation. The amountsand percentages in the table do not give effect to the 4.99% beneficial ownership limitation, if applicable. The principal business addressof Ionic Ventures, LLC is 3053 Fillmore Street, Suite 2565, San Francisco, CA 94123.

(10)

The selling shareholder holds (i) 30,106,800 Ordinary Shares(in the form of Depositary Shares), (ii) warrants issued by us in prior transactions which entitle the selling shareholder to purchasean aggregate of 31,295,200 Ordinary Shares (in the form of Depositary Shares), and (iii) ReplacementWarrants issued by us which entitle the selling shareholder to purchase an aggregate of 97,500,000 OrdinaryShares (in the form of Depositary Shares) and which we are registering hereby. The warrants are subject to a beneficial ownership limitationof 4.99%, which does not permit the selling shareholder to exercise that portion of the warrants that would result in the selling shareholderand its affiliates owning, after exercise, a number of our Ordinary Shares in excess of the beneficial ownership limitation. The amountsand percentages in the table do not give effect to the 4.99% beneficial ownership limitation, if applicable. Richard Abbe is the managingmember of Iroquois Capital Investment Group LLC. Mr. Abbe has voting control and investment discretion over securities held by IroquoisCapital Investment Group LLC. As such, Mr. Abbe may be deemed to be the beneficial owner (as determined under Section 13(d) of the SecuritiesExchange Act of 1934, as amended) of the securities held by Iroquois Capital Investment Group LLC. The principal business address of IroquoisCapital Investment Group LLC is 2 Overhill Road, Suite 400, Scarsdale, NY 10583.

(11)

The selling shareholder holds (i) 25,475,200 Ordinary Shares(in the form of Depositary Shares), (ii) warrants issued by us in a prior transaction which entitle the selling shareholder to purchasean aggregate of 58,417,600 Ordinary Shares (in the form of Depositary Shares), and (iii) ReplacementWarrants issued by us which entitle the selling shareholder to purchase an aggregate of 82,500,000 OrdinaryShares (in the form of Depositary Shares) and which we are registering hereby. The warrants are subject to a beneficial ownership limitationof 4.99%, which does not permit the selling shareholder to exercise that portion of the warrants that would result in the selling shareholderand its affiliates owning, after exercise, a number of our Ordinary Shares in excess of the beneficial ownership limitation. The amountsand percentages in the table do not give effect to the 4.99% beneficial ownership limitation, if applicable. Iroquois Capital ManagementL.L.C. is the investment manager of Iroquois Master Fund, Ltd. Iroquois Capital Management, LLC has voting control and investment discretionover securities held by Iroquois Master Fund. As Managing Members of Iroquois Capital Management, LLC, Richard Abbe and Kimberly Pagemake voting and investment decisions on behalf of Iroquois Capital Management, LLC in its capacity as investment manager to Iroquois MasterFund Ltd. As a result of the foregoing, Mr. Abbe and Mrs. Page may be deemed to have beneficial ownership (as determined under Section13(d) of the Securities Exchange Act of 1934, as amended) of the securities held by Iroquois Capital Management and Iroquois Master Fund.The principal business address of Iroquois Master Fund Ltd. is c/o Iroquois Capital Management, LLC, 2 Overhill Road, Suite 400, Scarsdale,NY 10583.

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(12)

The selling shareholder holds (i) 6,001,200 Ordinary Shares (in the form of Depositary Shares) and (ii)Replacement Warrants issued by us which entitle the selling shareholder to purchase an aggregateof 28,500,000 Ordinary Shares (in the form of Depositary Shares) and which we are registeringhereby. The warrants are subject to a beneficial ownership limitation of 4.99%, which does not permit the selling shareholder to exercisethat portion of the warrants that would result in the selling shareholder and its affiliates owning, after exercise, a number of our OrdinaryShares in excess of the beneficial ownership limitation. The amounts and percentages in the table do not give effect to the 4.99% beneficialownership limitation, if applicable. Kingsbrook Partners LP, or Kingsbrook Partners, is the investment manager of Kingsbrook OpportunitiesMaster Fund LP, or Kingsbrook Opportunities, and consequently has voting control and investment discretion over securities held by KingsbrookOpportunities. Kingsbrook Opportunities GP LLC, or Opportunities GP, is the general partner of Kingsbrook Opportunities and may be consideredthe beneficial owner of any securities deemed to be beneficially owned by Kingsbrook Opportunities. KB GP LLC, or GP LLC, is the generalpartner of Kingsbrook Partners and may be considered the beneficial owner of any securities deemed to be beneficially owned by KingsbrookPartners. Ari J. Storch, Adam J. Chill and Scott M. Wallace are the sole managing members of Opportunities GP and GP LLC and as a resultmay be considered beneficial owners of any securities deemed beneficially owned by Opportunities GP and GP LLC. Each of Kingsbrook Partners,Opportunities GP, GP LLC and Messrs. Storch, Chill and Wallace disclaim beneficial ownership of these securities. The principal businessaddress of Kingsbrook Opportunities is c/o Kingsbrook Partners, 689 Fifth Avenue, 12^th Floor, New York, New York 10022.

(13)

The selling shareholder(i) 48,840,800 Ordinary Shares(in the form of Depositary Shares), (ii) warrants issued by us in a prior transaction which entitle the selling shareholder to purchasean aggregate of 196,483,200 Ordinary Shares (in the form of Depositary Shares), and (iii) SeriesH Warrants issued by us which entitle the selling shareholder to purchase an aggregate of 183,993,200 Ordinary Shares (in the form ofDepositary Shares) and which we are registering hereby. The warrants are subject to a beneficial ownership limitation of 4.99%, whichdoes not permit the selling shareholder to exercise that portion of the warrants that would result in the selling shareholder and itsaffiliates owning, after exercise, a number of our Ordinary Shares in excess of the beneficial ownership limitation. The amounts and percentagesin the table do not give effect to the 4.99% beneficial ownership limitation, if applicable. The principal business address of MercerStreet Global Opportunity Fund, LLC is 1111 Brickell Avenue, Suite 2920, Miami, FL 33131.

(14)

The selling shareholder holds (i) warrants issued by us inprior transactions which entitle the selling shareholder to purchase an aggregate of 52,964,800 Ordinary Shares (in the form of DepositaryShares), and (ii) Warrant Agent Warrants issued by us which entitle the selling shareholder to purchasean aggregate of 25,831,600 Ordinary Shares (in the form of Depositary Shares) and which weare registering hereby. The warrants are subject to a beneficial ownership limitation of 4.99%, which does not permit the selling shareholderto exercise that portion of the warrants that would result in the selling shareholder and its affiliates owning, after exercise, a numberof our Ordinary Shares in excess of the beneficial ownership limitation. The amounts and percentages in the table do not give effect tothe 4.99% beneficial ownership limitation, if applicable. The principal business address of Ladenburg is 640 Fifth Avenue, 4th Floor,New York, New York 10019.

(15)

The selling shareholder holds Warrant Agent Warrants which entitlethe holder to purchase up to an aggregate of 32,289,200 Ordinary Shares (in the form of Depositary Shares) and which we are registeringhereby. The warrants are subject to a beneficial ownership limitation of 4.99%, which does not permit the selling shareholder to exercisethat portion of the warrants that would result in the selling shareholder and its affiliates owning, after exercise, a number of our OrdinaryShares in excess of the beneficial ownership limitation. The amounts and percentages in the table do not give effect to the 4.99% beneficialownership limitation, if applicable. The selling shareholder is an affiliate of Ladenburg, a broker-dealer. The principal business addressof the selling shareholder is 640 Fifth Avenue, 4th Floor, New York, New York 10019.

(16)

The selling shareholder holds Warrant Agent Warrants which entitlethe holder to purchase up to an aggregate of 4,520,400 Ordinary Shares (in the form of Depositary Shares) and which we are registeringhereby. The warrants are subject to a beneficial ownership limitation of 4.99%, which does not permit the selling shareholder to exercisethat portion of the warrants that would result in the selling shareholder and its affiliates owning, after exercise, a number of our OrdinaryShares in excess of the beneficial ownership limitation. The amounts and percentages in the table do not give effect to the 4.99% beneficialownership limitation, if applicable. The selling shareholder is an affiliate of Ladenburg, a broker-dealer. The principal business addressof the selling shareholder is 640 Fifth Avenue, 4th Floor, New York, New York 10019.

(17)

The selling shareholder holds Warrant Agent Warrants which entitlethe holder to purchase up to an aggregate of 1,937,200 Ordinary Shares (in the form of Depositary Shares) and which we are registeringhereby. The warrants are subject to a beneficial ownership limitation of 4.99%, which does not permit the selling shareholder to exercisethat portion of the warrants that would result in the selling shareholder and its affiliates owning, after exercise, a number of our OrdinaryShares in excess of the beneficial ownership limitation. The amounts and percentages in the table do not give effect to the 4.99% beneficialownership limitation, if applicable. The selling shareholder is an affiliate of Ladenburg, a broker-dealer. The principal business addressof the selling shareholder is 640 Fifth Avenue, 4th Floor, New York, New York 10019.

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PLAN OF DISTRIBUTION

Each selling shareholder andany of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their Ordinary Shares representedby Depositary Shares covered by this prospectus on the principal trading market or any other stock exchange, market or trading facilityon which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling shareholdermay use any one or more of the following methods when selling securities:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of theblock as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

settlement of short sales;

in transactions through broker-dealers that agree with the selling shareholders to sell a specified number of such securities at astipulated price per security;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

a combination of any such methods of sale; or

any other method permitted pursuant to applicable law.

The selling shareholders mayalso sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than underthis prospectus.

Broker-dealers engaged bythe selling shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discountsfrom the selling shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amountsto be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of acustomary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown incompliance with FINRA IM-2440.

In connection with the saleof the securities or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financialinstitutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The sellingshareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securitiesto broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions withbroker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealeror other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institutionmay resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling shareholders andany broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaningof the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and anyprofit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the SecuritiesAct. Each selling shareholders has informed the Company that it does not have any written or oral agreement or understanding, directlyor indirectly, with any person to distribute the securities.

The Company is required topay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnifythe selling shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

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We agreed to keep this prospectuseffective until no holder owns any warrants or Depositary Shares issuable upon exercise thereof; provided, however, that we will not berequired to maintain effectiveness so long as the securities may be resold by the selling shareholders without registration and withoutregard to any volume or manner-of-sale limitations by reason of Rule 144, and without the requirement for the Company to be in compliancewith the current public information under Rule 144 under the Securities Act or any other rule of similar effect. The resale securitieswill be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, incertain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicablestate or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules andregulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in marketmaking activities with respect to the Depositary Shares for the applicable restricted period, as defined in Regulation M, prior to thecommencement of the distribution. In addition, the selling shareholders will be subject to applicable provisions of the Exchange Act andthe rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Depositary Sharesby the selling shareholders or any other person. We will make copies of this prospectus available to the selling shareholders and haveinformed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliancewith Rule 172 under the Securities Act).

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EXPENSES OF THE OFFERING

The following table setsforth the expenses payable by us in connection with the sale and distribution of the securities being registered hereby. All amounts shown,other than the SEC registration fee, are estimates:

SEC registration fee	$	904
Printing and engraving		5,000
Accounting services		15,000
Legal fees and expenses		50,000
Miscellaneous		5,000
Total	$	75,904

LEGAL MATTERS

Certain legal matters in connectionwith the validity of the securities offered hereby will passed upon for us by Brown Rudnick LLP, London, United Kingdom.

EXPERTS

The financial statements ofBiodexa Pharmaceuticals PLC as of December 31, 2023, and for the each of the three years in the period then ended, included in this prospectusand in the registration statement have been so included in reliance on a report of Forvis Mazars LLP (then-named Mazars LLP), an independentregistered public accounting firm, given on authority of said firm as experts in auditing and accounting. The report onthe financial statements for the year ended December31, 2023, contains an explanatory paragraph in Note 2 regarding our abilityto continue as a going concern.

Forvis Mazars LLP, London,United Kingdom, is a member of the Institute of Chartered Accountants in England and Wales.

ENFORCEMENT OF CIVIL LIABILITIES

We are incorporated underthe laws of England and Wales. All of our directors and officers of are residents of jurisdictions outside the United States. Our corporateheadquarters is located in the United Kingdom and all or a substantial portion of our assets, and all or a substantial portion of theassets of our directors and officers, are located outside of the United States. As a result, it may be difficult for you to serve legalprocess on us or our directors or have any of them appear in a U.S. court.

Wehave appointed Donald J. Puglisi of Puglisi & Associates as our authorized agent upon whom process may be served in any action institutedin any U.S. federal or state court having subject matter jurisdiction arising out of or based upon the securities offered by this prospectus.

Weunderstand that in England it may not be possible to bring proceedings or enforce a judgment of a U.S. court in respect of civil liabilitiesbased solely on the federal securities laws of the United States. In addition, awards of punitive damages in actions brought in the UnitedStates or elsewhere may be unenforceable in England. An award of damages is usually considered to be punitive if it does not seek to compensatethe claimant for loss or damage suffered and is instead intended to punish the defendant. In addition to public policy aspects of enforcement,such as the aforementioned, the enforceability of any judgment in England will depend on the particular facts of the case and the relevantcirc*mstances, for example (and expressly without limitation), whether there are any relevant insolvency proceedings which may affectthe ability to enforce a judgment. In addition, the United States and the United Kingdom have not currently entered into a treaty (orconvention) providing for the reciprocal recognition and enforcement of judgments (although both are contracting states to the New YorkConvention on the Recognition and Enforcement of Foreign Arbitral Awards).

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WHERE YOU CAN FIND MORE INFORMATION

We are subject to periodicreporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as applicableto foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form 20-F, and other informationwith the SEC. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content ofproxy statements to shareholders under the federal proxy rules contained in Sections 14(a), (b)and (c)of the Exchange Act,and our “insiders” are exempt from the reporting and short-swing profit recovery provisions contained in Section16 ofthe Exchange Act. The SEC maintains an Internet site that contains reports, proxy, information statements and other information regardingissuers at http://www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at http://www.biodexapharma.com.Our website is not a part of this prospectus and is not incorporated by reference in this prospectus.

This prospectus is part ofa registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement in accordancewith SEC rulesand regulations. You should review the information and exhibits in the registration statement for further informationon us and our consolidated subsidiaries and the securities we are offering. Statements in this prospectus concerning any document we filedas an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualifiedby reference to these filings. You should review the complete document to evaluate these statements. You can obtain a copy of the registrationstatement from the SEC at the address listed above or from the SEC’s website.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporateby reference” the information we file with the SEC, which means that we can disclose important information to you by referring youto another document filed separately with the SEC. The information incorporated by reference is an important part of this prospectus.We incorporate by reference, as of their respective dates of filing, the documents listed below that we have filed with the SEC and anydocuments that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectusand prior to the termination of the offering of securities under this prospectus (except in each case the information contained in suchdocuments to the extent “furnished” and not “filed”):

our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on April19, 2024;

our Reports on Form 6-K and any amendments thereto furnished to the SEC on January 22, 2024, February23, 2024, April 19, 2024, April 26, 2024, April 30, 2024, May 21, 2024, May 22, 2024, and May 28, 2024, that we incorporate by referenceinto this prospectus; and

the description of our Ordinary Shares and Depositary Shares contained in our registration statement onForm 8-A, originally filed with the SEC on December 2, 2015, as amended on April 30, 2021, including any amendments or reports filed forthe purposes of updating such description.

We are also incorporatingby reference all subsequent Annual Reports on Form 20-F that we file with the SEC and certain reports on Form 6-K that we furnish to theSEC after the date of this prospectus (if they state that they are incorporated by reference into this prospectus) prior to the terminationof this offering. In all cases, you should rely on the later information over different information included in this prospectus or anyaccompanying prospectus supplement.

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2,468,270,400 OrdinaryShares Representing 6,215,676 American Depositary Shares

BIODEXA PHARMACEUTICALSPLC

PROSPECTUS

JUNE 14, 2024

Form 424B3 - Prospectus [Rule 424(b)(3)] (2024)

17/06/2024 11:00am

Edgar (US Regulatory)

References