Immunocore Holdings plc ADR美股招股说明书(2025-03-17版)

Up to 1,584,014 American Depositary Shares (representing 1,584,014 ordinaryshares) issuable upon conversion of the notes On February 2, 2024, we issued and sold $402.5 million aggregate principal amount of 2.50% Convertible Senior Notes due 2030,or the notes, in a private placement in reliance on an exemption from registration under the Securities Act of 1933, as amended, or theSecurities Act. The initial purchasers of the notes in that offering resold the notes in offerings in reliance on an exemption fromregistration under Rule 144A of the Securities Act. The notes were issued pursuant to an indenture, dated February 2, 2024, assupplemented by the first supplemental indenture, dated March 17, 2025, or the indenture, between us and U.S. Bank Trust Company,National Association, as trustee. This prospectus relates to the resale of up to $150,000,000 aggregate principal amount of the notes and the American DepositaryShares, or ADSs, issuable on conversion of the notes, including the ordinary shares, nominal value £0.002 per share, or the ordinaryshares, represented by such ADSs, or the note conversion ADSs, by the selling securityholders referred to in this prospectus supplement.We will not receive any proceeds from the resale by the selling securityholders of the notes or the note conversion ADSs described inthis prospectus. The notes bear interest at a rate of 2.50% per year, payable semiannually in arrears on February 1 and August 1 of each year,beginning on August 1, 2024. The notes will mature on February 1, 2030, unless earlier converted, redeemed or repurchased. Holdersmay convert all or any portion of their notes at their option at any time prior to the close of business on the business day immediatelypreceding the maturity date. Upon conversion, we will deliver for each $1,000 principal amount of converted notes a number of ourADSs, each representing as of the date of this prospectus supplement one of our ordinary shares, equal to the conversion rate, asdescribed in this prospectus supplement. The conversion rate is initially 10.5601 ADSs per $1,000 principal amount of notes (equivalent to an initial conversion price ofapproximately $94.70 per ADS). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued andunpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of optionalredemption or a notice of tax redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects toconvert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption in connectionwith such notice of optional redemption or notice of tax redemption, as the case may be. We may not redeem the notes prior to February 5, 2027, except in the event of certain tax law changes described in this prospectussupplement. We may redeem for cash all or any portion of the notes (subject to the partial redemption limitation described in thisprospectus supplement), at our option, on or after February 5, 2027 if the last reported sale price of our ADSs has been at least 130% ofthe conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period(including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which weprovide notice of optional redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plusaccrued and unpaid interest to, but excluding, the optional redemption date. No sinking fund is provided for the notes. If we undergo a fundamental change (as defined in this prospectus supplement), then, subject to certain conditions and except asdescribed in this prospectus supplement, holders may require us to repurchase for cash all or any portion of their notes at a fundamentalchange repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, butexcluding, the fundamental change repurchase date. The notes are our general unsecured obligations and rank senior in right of payment to all of our indebtedness that is expresslysubordinated in right of payment to the notes; equal in right of payment with all of our existing and future liabilities that are not so subordinated; effectively junior to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness,and structurally junior to all indebtedness and other liabilities (including trade payables) of our current or future subsidiaries. The notes are listed on the Official List of The International Stock Exchange Authority, or the Exchange, under the symbol“IMMUNO30.” The Exchange is not a regulated market for the purposes of The Markets in Financial Instruments Directive(2004/39/EC). There is currently no established trading