SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Abcam plc

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

000380204

(CUSIP Number)

Jonathan Milner

Honey Hill House, 20 Honey Hill

Cambridge CB3 0BG

With copies to:

Richard M. Brand Cadwalader, Wickersham & Taft LLP 200 Liberty Street New York, NY 10281 212-504-6000 Michael Newell Cadwalader, Wickersham & Taft LLP 100 Bishopsgate London EC2N 4AG 44 (0) 20 7170 8540

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 19, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 * 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 disclosures provided in a prior cover page.

The information required on 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).

1	NAME OF REPORTING PERSON Dr. Jonathan Milner
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨   (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS PF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom

Number of shares beneficially owned by each reporting person with	7	SOLE VOTING POWER 11,733,8531
	8	SHARED VOTING POWER 2,697,3492
	9	SOLE DISPOSITIVE POWER 11,733,8531
	10	SHARED DISPOSITIVE POWER 2,697,3492

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,431,2021, 2
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.28%*
14	TYPE OF REPORTING PERSON IN

* All percentage calculations set forth herein are based upon the aggregate of 229,723,147 Ordinary Shares outstanding as of June 14, 2023, as reported in Exhibit 99.2 of the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on June 16, 2023.

¹ Includes 11,700,200 Ordinary Shares and 33,653 shares directly held by the Reporting Person through American Depository Shares representing, each, one Ordinary Share (“ADS”).

² Includes 714,382 ADS’s held by the Reporting Person’s spouse and 1,982,967 ADS’s held by three limited companies over which the Reporting Person exercises investment discretion. The Reporting Person disclaims beneficial ownership over the Ordinary Shares beneficially owned by his spouse, except to the extent of his pecuniary interest therein.

This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) amends and supplements the Schedule 13D filed on May 1, 2023, as amended and supplemented by Amendment No. 1 filed May 18, 2023, as amended and supplemented by Amendment No. 2 filed May 30, 2023, as amended and supplemented by Amendment No. 3 filed June 5, 2023, as amended and supplemented by Amendment No. 4 filed June 6, 2023, and as amended and supplemented by Amendment No. 5 filed June 12, 2023 (the “Original 13D,” and as amended and supplemented by this Amendment No. 6, the “Schedule 13D”) by the Reporting Person, relating to the Ordinary Shares of the Issuer. Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms not defined in this Amendment No. 6 shall have the meaning ascribed to them in the Original 13D.

The purpose of this Amendment No. 6 is to update the disclosure in Items 4 and 7 of the Schedule 13D as hereinafter set forth.

ITEM 1. SECURITY AND ISSUER

This statement on Schedule 13D relates to the Ordinary Shares of the Issuer. The principal executive offices of the Issuer are located at Discovery Drive, Cambridge Biomedical Campus, Cambridge, CB2 0AX, United Kingdom.

ITEM 2. IDENTITY AND BACKGROUND

(a), (f) This statement is being filed by Dr. Jonathan Milner, a citizen of the United Kingdom.

(b) The address of the Reporting Person is Honey Hill House, 20 Honey Hill, Cambridge, CB3 0BG.

(c) The Reporting Person’s principal occupation is as an investor and executive in life sciences companies.

(d), (e) During the last five years, the Reporting Person (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

  ITEM 4.   PURPOSE OF TRANSACTION

Item 4 is hereby amended to add the following:

On June 19, 2023, Dr. Milner, through his legal counsel, sent four letters to the Issuer and its outside counsel about multiple concerns regarding corporate governance (attached hereto and incorporated by reference as Exhibits 99.8, 99.9, 99.10 and 99.11).

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby amended to add the following exhibits:

Exhibit 99.8	Letter Regarding Extraordinary General Meeting – Voting of Uninstructed ADSs.
Exhibit 99.9	Letter to Company Counsel Regarding the Second Request for Stock List Materials.
Exhibit 99.10	Second Request for Stock List Materials Pursuant to §§116 and 811 of the Companies Act of 2006.
Exhibit 99.11	Letter Regarding the Issuer’s Statement on the Reporting Person’s Proxy Card.

SIGNATURES

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

Date: June 20, 2023

By:	/s/ Jonathan Milner
	Name: Jonathan Milner

EX-99.8

Exhibit 99.8

June 19, 2023

VIA EMAIL

Latham & Watkins (London) LLP

99 Bishopsgate

London EC2M 3XF

Robbie.McLaren@lw.com

Attn: Robbie McLaren, Esq.

Re: July 12, 2023 Extraordinary General Meeting – Voting of Uninstructed ADSs

Dear Mr. McLaren:

Please confirm that, pursuant to §4.10 of the Company’s Deposit Agreement with Citibank, N.A. dated October 26, 2020 (the “Deposit Agreement”), Abcam plc (the “Company”) has informed the Depositary that substantial opposition exists regarding matters to be voted upon at the July 12, 2023 extraordinary general meeting of the Company (the “EGM”), and consequently, that Holders of uninstructed ADSs shall not be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities at the EGM, and further, that Deposited Securities represented by ADSs for which no timely voting instructions are received from the Holder shall not be voted at the EGM (as the terms ADSs, Depositary, Deposited Securities, and Holders are defined in the Deposit Agreement).

Because of the limited time remaining before the EGM, we ask that you respond to this letter by Wednesday, June 21, 2023.

Very truly yours,

/s/ Richard Brand

Richard M. Brand

cc: Marc Perkins, Esq., General Counsel, Abcam plc

Richard M. Brand Tel +1 212 504-5757 Fax +1 212 504-6666 richard.brand@cwt.com

EX-99.9

Exhibit 99.9

June 19, 2023

VIA EMAIL

Latham & Watkins (London) LLP

99 Bishopsgate

London EC2M 3XF

Robbie.McLaren@lw.com

Attn: Robbie McLaren, Esq.

Dear Mr. McLaren:

Enclosed is a copy of our letter to Abcam plc (the “Company”) on behalf of Dr. Jonathan Milner (the “Client”) which is a second request pursuant to Section 116 and 118 of the Companies Act of 2006 (the “Act”) for the Company to deliver equity holder records.

We expect and require that the Company provide a fulsome response to this request, unlike the Company’s response to our Client’s prior request. On May 23, 2023 the Company provided only a member list, which includes only about 2% of the Company’s equity holders other than Dr. Milner. The enclosed request seeks information as well about the great majority of the Company’s other holders. We understand that, since the May 23 disclosure, the Company requested and received from Broadridge a list of non-objecting beneficial owners of the Company (the “NOBO List”). We expect the Company will provide both an updated member list and the most recent NOBO List in its possession now, among any other responsive materials held by the Company.

Prompt delivery of the NOBO List is imperative as a matter of good corporate governance. The July 12, 2023 general meeting is imminent, and our Client is engaged in proper solicitation activity in connection with it. By withholding the NOBO List the Company has created an uneven playing field in which it has far more information about how to contact and solicit equity holders than our Client, frustrating his ability to get his message to shareholders as effectively as the Company and consequently frustrating the rights of shareholders who want to receive our Client’s information. This is especially inappropriate treatment of non-objecting beneficial owners, who by definition have said they consent to release of their contact information precisely so that they can receive information of this kind. They have invited contact by our Client, and yet the Company is doing everything it can – including violation of its duties under the Act – to prevent that from happening. The Company’s withholding of the NOBO list is another in a series of indefensible Company actions that have no legitimate business purpose, employed solely to frustrate shareholder franchise rights and entrench the current Board.

Richard M. Brand Tel +1 212 504-5757 Fax +1 212 504-6666 richard.brand@cwt.com

 

Latham & Watkins (London) LLP

June 19, 2023

Because of the limited time remaining before the general meeting, we ask that you cause the Company to deliver the NOBO List and to respond otherwise to the enclosed letter by Wednesday, June 21, 2023.

Very truly yours,

/s/ Richard Brand

Richard M. Brand

cc: Marc Perkins, Esq., General Counsel, Abcam plc

Page 2

EX-99.10

Exhibit 99.10

June 19, 2023

Via E-Mail and Post

Abcam plc 

Discovery Drive 

Cambridge Biomedical Campus 

Cambridge CB2 0AX 

United Kingdom 

Company.Secretary@abcam.com; Marc.Perkins@abcam.com 

Attn: Marc Perkins, Company Secretary and General Counsel

Re:        Second Request for Information Pursuant to §§116 and 811 of the Companies Act of 2006

To Abcam plc:

Cadwalader, Wickersham & Taft LLP (“Cadwalader” or “we”) represents Dr. Jonathan Milner (the “Client”), an owner of more than 5% of the ordinary shares of Abcam plc (the “Company”) and beneficial owners of more than 6% of the equity of the Company.

This is a second request for records pursuant to Section 116 and 118 of the Companies Act of 2006 (the “Act”). Our first request was delivered on May 17, 2023 and we received the Company’s partial response dated May 23, 2023, which included only a member list and no information regarding ADS holders. We have since received the Company’s notice that it has called an extraordinary general meeting for July 12, 2023 (the “EGM”), with a shareholder record date of June 9, 2023. As the Company is aware, substantial opposition exists between the Company and our Client regarding the matters to be voted upon at the EGM, and our Client is properly soliciting support for his positions on the matters up for vote, and accordingly, we renew our prior request and seek a prompt and more fulsome reply as set forth herein.

Section 116 Request. Pursuant to Sections 116(2) and (3) of the Act we are seeking a copy of the register of members, held by the Company pursuant to Section 113 of the Act (the “Register of Members”). In accordance with Section 116(4):

(a)N/A

(b)The request is made by Cadwalader, and the name and address of the individual responsible for receiving the information on its behalf is Richard M. Brand, Esq. at the address Richard.Brand@cwt.com and “Cadwalader, Wickersham & Taft, LLP, 100 Bishopsgate, London, EC2N 4AG, United Kingdom”.

(c)The purpose for which this information is to be used it to enable Cadwalader on behalf of its Client, the Client, and each of his other advisors listed on Exhibit A to identify and contact members of the Company about their shareholding and matters relating to the Company that the Client intends to bring before a general meeting of members on or about July 12, 2023 on which such persons may have the right to vote (the “116 Purpose”).

(d)The information will be disclosed to (A) the Client whose name and address for the purpose of Section 116(4)(d)(i) is Dr. Jonathan Milner, Honey Hill House, 20 Honey Hill, Cambridge CB3 0DG, United Kingdom and (B) each of the Client’s advisors, the details of which are provided for the purposes of Section 116(4)(d)(ii) on Annex A to this letter. Each of those disclosees will use the information for the 116 Purpose.

In accordance with Section 116(2) we undertake to pay such fee as may be prescribed in the Copying Fees Regulation for a complete copy of the Register of Members.

Section 811 Request. Pursuant to Section 811(2) and (3) of the Act, we are seeking a copy of all of the entries in the register of interests held by the Company pursuant to Section 808 of the Act (the “Register of Interests”) as of June 9, 2023, to include, without limitation:

• Depository Trust Company list;

• DTC Omnibus Proxy;

• Certified Registered List;

• Registered American Depositary Receipts list; and

• Non-Objecting Beneficial Owners list, in Excel spreadsheet format.

In accordance with Section 811(4):

(a)N/A

(b)The request is made by Cadwalader, and the name and address of the individual responsible for making the request on its behalf is Richard M. Brand, Esq. at the address Richard.Brand@cwt.com and “Cadwalader, Wickersham & Taft, LLP, 100 Bishopsgate, London, EC2N 4AG, United Kingdom”.

(c)The purpose for which this information is to be used it to enable Cadwalader on behalf of its Client, the Client, and each of his other advisors listed on Exhibit A to identify and contact those identified by the Register of Interests as having interests in the Company about their interest in the shareholding and matters relating to the Company that the Client intends to bring before a general meeting of members on or about July 12, 2023 on which such persons may have the right to vote (the “811 Purpose”).

(d)The information will be disclosed to (A) the Client whose name and address for the purpose of Section 811(4)(d)(i) is Dr. Jonathan Milner, Honey Hill House, 20 Honey Hill, Cambridge CB3 0DG, United Kingdom and (B) each of the Client’s advisors, the details of which are provided for the purposes of Section 811(4)(d)(ii) on Annex A to this letter. Each of those disclosees will use the information for the 811 Purpose.

In accordance with Section 811(2) we undertake to pay such fee as may be prescribed in the Copying Fees Regulation for each entry in the Register of Interests.

****

We further request that all changes, modifications, additions or deletions to any and all information referred to above be immediately furnished as such modifications, additions or deletions become available to the Company or its agents or representatives.

We request that the materials identified above be made available as soon as possible and in any event within five working days as required by the Act.

Very truly yours,

/s/Richard Brand

Cadwalader, Wickersham & Taft LLP

Annex A

List of Advisors

Organization:	Georgeson, a trading name of Computershare Investor Services PLC
Name and address of individual responsible for receiving the information of its behalf:	Cas Sydorowitz Moor House 120 London Wall London EC2Y SET United Kingdom
	William P. Fiske Andrew Bader 1290 Avenue of the Americas 9th Floor New York, New York 10104 USA

Organization:	Consilium Strategic Communications
Name and address of individual responsible for receiving the information of its behalf:	Mary-Jane Elliott 85 Gresham Street, London, EC2V 7NQ United Kingdom

EX-99.11

Exhibit 99.11

June 19, 2023

VIA EMAIL

Latham & Watkins (London) LLP

99 Bishopsgate

London EC2M 3XF

Robbie.McLaren@lw.com

Attn: Robbie McLaren, Esq.

Dear Mr. McLaren:

We received the Information Circular dated June 16, 2023 (the “Circular”) of your client, Abcam plc (the “Company”), and respond to one of its points on behalf of our client, Dr. Jonathan Milner.

The Circular states: “On 5 June 2023, Dr. Milner published, and filed an amended Schedule 13D with the SEC disclosing, a proxy statement seeking to erroneously solicit proxy votes on a form of proxy card that had not been approved in accordance with the Articles of Association.”

The Company has no valid basis to withhold approval of Dr. Milner’s proxy card or to fail to recognize any votes cast using such card. It is in a standard form that is used regularly in hundreds of proxy contests annually. Its contents are very clear, tracking the resolutions verbatim, and without advocacy. It satisfies all the requirements of English law, and it would satisfy all the requirements of the U.S. proxy rules if they applied. Perhaps most importantly, it is crystal clear about its purpose and effect, both in authorizing a proxy and in directing voting by that appointed proxy, thereby providing shareholders a means to express and act on their intentions without any ambiguity or misunderstanding.

For such reasons, the Company’s vague and baseless accusation that there is anything erroneous about Dr. Milner’s solicitation provides yet more evidence of the current Board members’ efforts to entrench themselves at the expense of shareholder rights. The Company first refused Dr. Milner’s request to call a general meeting. When Dr. Milner persisted, the Company imposed a huge and unnecessary financial burden to deter him from calling the meeting himself. That tactic failed, and Dr. Milner called the meeting nonetheless. Now the Company signals its next strategy to undermine accountability at Abcam. While the Board failed to stop Dr. Milner from calling a general meeting, it now appears to seek to reject votes cast at such meeting. This behavior must stop.

Richard M. Brand Tel +1 212 504-5757 Fax +1 212 504-6666 richard.brand@cwt.com

Latham & Watkins (London) LLP

June 19, 2023

Enclosed is Dr. Milner’s revised proxy card, which now references the place and time of the general meeting that recently were published in the Circular. We ask that it be “approved” by whatever process the Company purports to follow under the Articles of Association, and that if there is any objection to it whatsoever, we be advised of that objection immediately.

More generally, we ask that the Company confirm now that it will recognize any and all proxies delivered and votes cast in connection with the upcoming general meeting where the intention of the shareholder voting is clear.

Furthermore, we all obviously recognize your client’s selection of July 12 as the meeting date with a July 6, 10 am voting cutoff for ADS holders for what it is — a cynical attempt to suppress shareholder vote turnout by having the deadline fall immediately after a U.S. holiday weekend at an unusual time of day.  We ask that you coordinate with the Depositary to move the voting deadline to a later date and hour.

Because of the limited time remaining before the general meeting, we ask that you respond to this letter by Wednesday, June 21, 2023.

Dr. Milner reserves all rights.

Very truly yours,

/s/ Richard M. Brand

Richard M. Brand

enc.

cc (w/enc.) Marc Perkins, Esq., General Counsel, Abcam plc

Page 2

BLUE PROXY CARD

ABCAM PLC

THIS PROXY IS SOLICITED ON BEHALF OF DR. JONATHAN MILNER

I/We:

(Enter name(s) in full block capital letters, please)

Of:

being (a) member(s) of Abcam plc (the “Company”) hereby appoint each of Dr. Jonathan Milner, Mr. Cas Sydorowitz, Richard Brand, Esq., and Michael Newell, Esq., acting alone or together, as my/our proxy to attend, speak, and vote for me/us and on my/our behalf as identified by an “X” in the appropriate box below at, and in their discretion on other matters that may properly come before, the General Meeting of Shareholders which is to be held at the offices of FTI Consulting, 200 Aldersgate, Aldersgate Street, London EC1A 4HD, United Kingdom, on 12 July 2023 at 2:00 p.m. (UK time), and at any adjournments, postponements or continuations thereof.

I/We instruct my/our proxy to vote as follows:

	Resolutions	For	Against	Abstain (see n.2)
1.	That Peter Allen be removed from office as a director of the Company with immediate effect.
2.	That Michael S. Baldock be removed from office as a director of the Company with immediate effect.
3.	That Sally W. Crawford be removed from office as a director of the Company with immediate effect.
4.	That in the event any director of the Company is appointed after the Company’s receipt of the general meeting request dated May 30, 2023 and prior to this meeting, each such director be removed from office as a director of the Company with immediate effect.
5.	That Dr. Jonathan Milner, having consented to act, be appointed as a Director of the Company with immediate effect.
6.	That Dr. Jonathan Milner, having been appointed a Director of the Company, be further appointed to the position of Executive Chairman of the Company with immediate effect.
7.	That it is the consensus of the shareholders that, promptly after the conclusion of this meeting, the Board of Directors shall conduct a thorough search for candidates and shall appoint at least two additional, independent, highly qualified Directors to the Board whose qualifications will include significant capital allocation and biotechnology company operating experience.
8.	That the expenses incurred by Dr. Milner and those acting on his behalf in connection with his engagement with the Company in respect of the request to convene a general meeting be reimbursed by the Company.

Dated:

Signature(s):

Title:

This proxy, when properly executed, will be voted in the manner directed therein. If no such direction is made, this proxy will be voted FOR resolutions 1 through 8.

1

Notes:

1.  Please indicate with an “X” in the appropriate box how you wish the proxy to vote. In the absence of any indication, this proxy will be voted FOR proposals 1 through 8.

2.  If you mark the box “abstain” it will mean that your proxy will abstain from voting and, accordingly, your vote will not be counted either for or against the relevant resolution.

3.  The form of proxy should be signed and dated by the member or his attorney duly authorized in writing. If the appointer is a corporation this proxy should be under seal or under the hand of an officer or attorney duly authorized. Any alteration made to the form of proxy should be initialed.

4.  To be valid, this form of proxy, together with a duly signed and dated power of attorney or any other authority (if any) under which it is executed (or a notarized copy of such power of attorney or other authority) must be signed and dated and lodged, by delivering the proxy either by hand or by post to the Company’s registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, United Kingdom, BN99 6DA, or online at www.sharevote.co.uk, where full instructions on the procedure are given, in each case formally received by the Company no later than 2:00 p.m. (UK Time) on 10 July 2023.

5.  In the case of joint holders, signature of any one holder will be sufficient, but the names of all the joint holders should be stated.  The vote of the senior holder (according to the order in which the names stand in the register of members in respect of the holding) who tenders a vote in person or by proxy will be accepted to the exclusion of the vote(s) of the other joint holder(s).

6.  Completion and return of a form of proxy will not preclude a member from attending, speaking and voting at the meeting or any adjournment thereof in person.  If a proxy is appointed and the member attends the meeting in person, the proxy appointment will automatically be terminated.

2