Filing Details

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

Final Amendment (Amendment No. 2)*

 

NuCana plc

(Name of Issuer)

 

American Depositary Shares and Ordinary Shares, nominal value £0.04 per share

(Title of Class of Securities)

 

67022C106**

(CUSIP Number)

 

August 31, 2019

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☒

Rule 13d-1(b)

 

☐

Rule 13d-1(c)

 

☐

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

** There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 67022C106 has been assigned to the American Depositary Shares of the Company, which are quoted on the Nasdaq Global Select Market under the symbol “NCNA.” Each American Depositary Share represents 1 Ordinary Share.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP NO. 67022C106

SCHEDULE 13G

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1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)   Woodford Investment Management Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒                  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING  PERSON WITH		5	SOLE VOTING POWER   0
		6	SHARED VOTING POWER   1,538,000 Ordinary Shares, nominal value £0.04 per share (“Ordinary Shares”) (represented by 1,538,000 American Depositary Shares (“ADS”)) (see Item 4)
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER 1,538,000 Ordinary Shares (represented by 1,538,000 ADS) (see Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,538,000 Ordinary Shares (represented by 1,538,000 ADS) (see Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES        ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   4.8% (See Item 4)
12	TYPE OF REPORTING PERSON   FI

  

 

CUSIP NO. 67022C106

SCHEDULE 13G

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1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)   Neil Woodford
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒                  (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER   0
		6	SHARED VOTING POWER   1,538,000 Ordinary Shares (represented by 1,538,000 ADS) (see Item 4)
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER 1,538,000 Ordinary Shares (represented by 1,538,000 ADS) (see Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,538,000 Ordinary Shares (represented by 1,538,000 ADS) (see Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES        ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   4.8% (See Item 4)
12	TYPE OF REPORTING PERSON   IN

 

 

CUSIP NO. 67022C106

SCHEDULE 13G

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This Amendment No. 2 amends and restates in its entirety the Schedule 13G filed by Woodford Investment Management Ltd and Neil Woodford on February 14, 2019, as amended by Amendment No. 1 thereto on April 15, 2019 (as amended and restated, this “Schedule 13G”). This Amendment No. 2 is the final amendment to the Schedule 13G and is an exit filing.

 

Item 1(a).	Name of Issuer:
	NuCana plc (the “Issuer”).
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	3 Lochside Way Edinburgh, EH12 9DT United Kingdom
Items 2(a),
(b) and (c).	Name of Persons Filing, Address of Principal Business Office and Citizenship:
	This Schedule 13G is being filed jointly by Woodford Investment Management Ltd (the “Manager”) and Neil Woodford, the Head of Investment for the Manager. The joint filing agreement of the Manager and Mr. Woodford is attached as Exhibit 1 to this Schedule 13G. The filers of this statement are collectively referred to herein as the “Group.”
	The principal business office of the Manager and Mr. Woodford is 9400 Garsington Road, Oxford OX4 2HN, United Kingdom. For the place of organization of the Manager and the citizenship of Mr. Woodford, see Item 4 of their respective cover pages.
Item 2(d).	Title of Class of Securities:
	Ordinary Shares, nominal value £0.04 per share (“Ordinary Shares”) represented by American Depositary Shares (“ADS”), each of which represents one Ordinary Share.
Item 2(e).	CUSIP Number:
	There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 67022C106 has been assigned to the ADS, which are quoted on the Nasdaq Global Select Market under the symbol “NCNA.”

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. ☐ 78c).

 

(d)

☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

☐

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

 

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SCHEDULE 13G

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(g)

☒

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

☐

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

☐

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

 

(k)

☒

Group, in accordance with §240.13d-1(b)(1)(ii)(K).   If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: The Manager is eligible to file pursuant to §240.13d-1(b)(1)(ii)(J) and is an investment manager authorized and regulated by the Financial Conduct Authority of the United Kingdom which is comparable to the regulatory scheme applicable to the investment advisers covered by Item 3(e) above. See Exhibit 1 for the identification and classification of each member of the Group.

 

Item 4.

Ownership.(1)

 

(a)

Amount beneficially owned:

 

As of the date of this filing, each member of the Group may be deemed to have beneficial ownership of 1,538,000 Ordinary Shares (represented by 1,538,000 ADS). Mr. Woodford, who, as Head of Investments for the Manager, may be deemed to share beneficial ownership with the Manager of the Ordinary Shares beneficially owned by the Manager, expressly disclaims beneficial ownership of such Ordinary Shares, except to the extent of any pecuniary interest therein.

 

(b)

Percent of class:

 

Based on 32,226,458 Ordinary Shares outstanding as of December 31, 2018 as reported in the Issuer’s Annual Report on Form 20-F, filed with the SEC on March 7, 2019, each member of the Group beneficially owns approximately 4.8% of the issued and outstanding Ordinary Shares (represented by ADS) of the Issuer.

 

(c)

Number of shares to which each member of the Group has:

 

	(i)	Sole power to vote or direct the vote: 0
	(ii)	Shared power to vote or direct the vote: 1,538,000 Ordinary Shares (represented by 1,538,000 ADS)

 

(1) The Manager is the investment manager of LF Woodford Equity Income Fund (“LF Woodford”), providing services to LF Woodford and Link Fund Solutions, the operator of LF Woodford . LF Woodford is the holder of record of the Ordinary Shares (represented by ADS) reported herein. Pursuant to the Management Agreement between LF Woodford and the Manager (the “Management Agreement”), the Manager has both voting power and investment discretion over securities held of record by LF Woodford, including any Ordinary Shares (represented by ADS) held of record by LF Woodford. As a result, the Manager may be deemed to be the beneficial owner of the Ordinary Shares (represented by ADS) held by LF Woodford. Mr. Neil Woodford is the Head of Investment for the Manager, and as such, may be deemed to beneficially own the Ordinary Shares (represented by ADS) beneficially owned by the Manager, but expressly disclaims such beneficial ownership except to the extent of any pecuniary interest therein. LF Woodford is also a beneficial owner of Ordinary Shares (represented by ADS) held of record by it because, pursuant to the terms of the Management Agreement, it may give the Manager voting and disposition instructions for LF Woodford’s securities, including the Ordinary Shares (represented by ADS). Furthermore, the Management Agreement between the Manager and LF Woodford may be terminated by LF Woodford at any time upon 60 days’ notice.

 

 

CUSIP NO. 67022C106

SCHEDULE 13G

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	(iii)	Sole power to dispose or to direct the disposition of: 0
	(iv)	Shared power to dispose of or direct the disposition of: 1,538,000 Ordinary Shares (represented by 1,538,000 ADS)

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

See Exhibit 1.

Item 9.

Notice of Dissolution of a Group.

 

Not applicable.

 

Item 10.

Certification.

 

By signing below each member of the Group certifies that, to the best of his or its knowledge and belief, (i) the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect and (ii) the foreign regulatory scheme applicable to investment managers authorized and regulated by the Financial Conduct Authority of the United Kingdom is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). Each member of the Group also undertakes to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. 

 

 

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SCHEDULE 13G

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SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: September 09, 2019

 

	WOODFORD INVESTMENT MANAGEMENT LTD
	By:	/s/ Chris Martin
		Name:	Chris Martin
		Title:	Head of Compliance and Authorized Signatory
	/s/ Neil Woodford
	Neil Woodford

  

This Schedule 13G is being jointly filed by the Group. The Manager is an investment manager, authorized and regulated by the Financial Conduct Authority of the United Kingdom, in the business of investment management. Mr. Woodford serves as the Head of Investment for the Manager. Mr. Woodford, as a controlling person of the Manager, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended, of the securities beneficially owned by the Manager. Securities reported on this Schedule 13G as being beneficially owned by the Group were purchased on behalf of clients of the Manager.

 

Pursuant to Rule 13d-4, Mr. Woodford declares that the filing of this Schedule 13G shall not be deemed an admission by him that he is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Schedule 13G.

 

 

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SCHEDULE 13G

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EXHIBIT 1

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares (represented by ADS, each of which represents one Ordinary Share) of the Issuer and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.

  

Dated: September 09, 2019

 

	WOODFORD INVESTMENT MANAGEMENT LTD
	By:	/s/ Chris Martin
		Name:	Chris Martin
		Title:	Head of Compliance and Authorized Signatory
	/s/ Neil Woodford
	Neil Woodford

 

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 

The Group filing this Schedule 13G is comprised of Woodford Investment Management Ltd and Neil Woodford, its Head of Investment.

 

Item 3 Classification:

 

Woodford Investment Management Ltd:  A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

Neil Woodford: A control person in accordance with § 240.13d-1(b)(1)(ii)(G).