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

Up to 1,584,014 American Depositary Shares (representing 1,584,014ordinary shares) issuable upon conversion of the notes On February2, 2024, we issued and sold $402.5million aggregate principal amount of 2.50% Convertible Senior Notes due2030, or the notes, in a private placement in reliance on an exemption from registration under the Securities Act of 1933, asamended, or the Securities Act. The initial purchasers of the notes in that offering resold the notes in offerings in reliance on anexemption from registration under Rule144A of the Securities Act. The notes were issued pursuant to an indenture, datedFebruary2, 2024, as supplemented by the first supplemental indenture, dated March17, 2025, or the indenture, between us andU.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 AmericanDepositary Shares, or ADSs, issuable on conversion of the notes, including the ordinary shares, nominal value £0.002 per share, orthe ordinary shares, represented by such ADSs, or the note conversion ADSs, by the selling securityholders referred to in thisprospectus supplement. We will not receive any proceeds from the resale by the selling securityholders of the notes or the noteconversion ADSs described in this prospectus. The notes bear interest at a rate of 2.50% per year, payable semiannually in arrears on February1 and August1 of each year,beginning on August1, 2024. The notes will mature on February1, 2030, unless earlier converted, redeemed or repurchased.Holders may convert all or any portion of their notes at their option at any time prior to the close of business on the business dayimmediately preceding the maturity date. Upon conversion, we will deliver for each $1,000 principal amount of converted notes anumber of our ADSs, each representing as of the date of this prospectus supplement one of our ordinary shares, equal to theconversion rate, as described in this prospectus supplement. The conversion rate is initially 10.5601 ADSs per $1,000 principal amount of notes (equivalent to an initial conversion priceof approximately $94.70 per ADS). The conversion rate is subject to adjustment in some events but will not be adjusted for anyaccrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver anotice of optional redemption or a notice of tax redemption, we will, in certain circumstances, increase the conversion rate for aholder who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called) forredemption in connection with such notice of optional redemption or notice of tax redemption, as the case may be. We may not redeem the notes prior to February5, 2027, except in the event of certain tax law changes described in thisprospectus supplement. We may redeem for cash all or any portion of the notes (subject to the partial redemption limitationdescribed in this prospectus supplement), at our option, on or after February5, 2027 if the last reported sale price of our ADSs hasbeen at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any30consecutive trading day period (including the last trading day of such period) ending on, and including, the trading dayimmediately preceding the date on which we provide notice of optional redemption at a redemption price equal to 100% of theprincipal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the optional redemption date. Nosinking fund is provided for the notes. If we undergo a fundamental change (as defined in this prospectus supplement), then, subject to certain conditions andexcept as described in this prospectus supplement, holders may require us to repurchase for cash all or any portion of their notes ata fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued andunpaid interest to, but excluding, 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 isexpressly subordinated in right of payment to the notes; equal in right of payment with all of our existing and future liabilities thatare not so subordinated; effectively junior to any of our secured indebtedness to the extent of the value of the assets securing suchindebtedness, and structurally junior to all indebtedness and other liabilities (including trade payables) of our current or futuresubsidiaries. 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 market for the n