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VIA EDGAR AND HAND DELIVERY
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
Attention: | Ameen Hamady Terence O’Brien Margaret Schwartz Joseph McCann | |
Re: | Abcam plc Registration Statement on Form F-1 File No. 333-249263 |
Ladies and Gentlemen:
On behalf of Abcam plc (the “Company”), set forth below is the Company’s response to the comment letter received from the Staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on October 20, 2020 with respect to the Company’s Registration Statement on Form F-1 filed on October 2, 2020 (as amended by Amendment No. 1 filed on October 19, 2020, the “Registration Statement”). This letter is being filed with Amendment No. 2 to the Registration Statement (“Amendment No. 2”).
For ease of review, we have set forth below the numbered comment of your letter in bold type followed by the Company’s response thereto. Unless otherwise indicated, capitalized terms used herein have the meanings to be assigned to them in the Amendment No. 2.
Exhibits
1. | We refer to the legal opinion filed as Exhibit 5.1. Please have counsel revise to delete assumptions (k), (l) and (m) in schedule 1 or explain to us why these assumptions are appropriate. Also have counsel revise the limitations on reliance in section 4 of the opinion to avoid the implication that purchasers in the offering are not entitled to rely on the opinion. For guidance, please refer to Staff Legal Bulletin No. 19 Sections II.B.3.a and II.B.3.d, respectively. |
October 21, 2020
Page 2
Response: In response to the Staff’s comment, the Company’s counsel has removed the assumptions and revised the limitations on reliance, and the Company has refiled the legal opinion as Exhibit 5.1 with Amendment No. 2.
* * *
We hope the foregoing answer is responsive to your comment. Please do not hesitate to contact me by telephone at (212) 906-2916 with any questions or comments regarding this correspondence.
Very truly yours, |
/s/ Nathan Ajiashvili |
Nathan Ajiashvili of LATHAM & WATKINS LLP |
cc: | (via email) |
Alan Hirzel, Abcam plc
Michael Baldock, Abcam plc
Ian D. Schuman, Latham & Watkins LLP
Robbie McLaren, Latham & Watkins LLP