Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
−Removed: Mark Information
+Added: Market Information
Our ordinary shares, nominal value £0.000025 per share, in the form of American Depositary Shares, or ADSs, trade under the symbol “VACC” on the Nasdaq Global Market.
9 unchanged sentences
Recent Sales of Unregistered Equity Securities
−Removed: During the period between January 1, 2021 and December 31, 2021, we issued to certain of our employees and advisors, options to purchase an aggregate of 1,947,402 ordinary shares at an average exercise price of $13.79 per share.
−Removed: We deemed these issuances to be exempt from registration under the Securities Act either in reliance on Rule 701 of the Securities Act as sales and offers under compensatory benefit.
+Added: Certain Material UK Tax Considerations
+Added: The following discussion is limited to an overview of the tax consequences of ownership and disposition of ordinary shares, or such shares represented by ADSs (those ordinary shares or ADSs deriving over 75% of their value otherwise than from United Kingdom land).
+Added: Each shareholder should however seek individual tax advice as specific rules may apply in certain circumstances.
+Added: The United Kingdom tax consequences discussed below do not reflect a complete analysis or listing of all the possible United Kingdom tax consequences that may be relevant to holders of our ordinary shares or ADSs.
+Added: Capital Gains
+Added: If you are not resident in the United Kingdom, or UK, for UK tax purposes, you will not be liable for UK tax on capital gains realized or accrued on the sale or other disposition of ordinary shares or ADSs unless the ordinary shares or ADSs are held in connection with your trade carried on in the UK through a branch or agency and the ordinary shares or ADSs are or have been used, held or acquired for the purposes of such trade or such branch or agency.
+Added: An individual holder of ordinary shares or ADSs who ceases to be resident in the UK for UK tax purposes for a period of less than five years and who disposes of ordinary shares or ADSs during that period may also be liable on returning to the UK for UK capital gains tax despite the fact that the individual may not be resident in the UK at the time of the disposal.
+Added: Stamp Duty and Stamp Duty Reserve Tax
+Added: Stamp duty and/or stamp duty reserve tax (“SDRT”) are imposed in the United Kingdom on certain transfers of securities (including shares in companies which, like us, are incorporated in the United Kingdom) at a rate of 0.5% of the consideration paid for the transfer.
+Added: Certain transfers of shares to depositaries or into clearance systems are charged a higher rate of 1.5%.
+Added: Transfers of interests in shares within a depositary or clearance system, and from a depositary to a clearance system, are generally exempt from stamp duty and SDRT.
+Added: Transfers of our ordinary shares held in book entry form through the facilities of The Depository Trust Company (“DTC”) should not attract a charge to stamp duty or SDRT in the UK provided no instrument of transfer is entered into (which should not be necessary).
+Added: Any transfer of, or agreement to transfer, our ordinary shares that occurs outside the DTC system, including repurchases by us, will ordinarily attract stamp duty or SDRT at a rate of 0.5%.
+Added: This duty must be paid (and where applicable the transfer document stamped by Her Majesty’s Revenue and Customs) before the transfer can be registered in our books.
+Added: Typically this stamp duty or SDRT would be paid by the purchaser of the ordinary shares.
+Added: A transfer of title in our ordinary shares from within the DTC system out of the DTC system will not attract stamp duty or SDRT if undertaken for no consideration.
+Added: If that ordinary shares is redeposited into DTC (which may only be done via a deposit of the ordinary shares first with an appropriate offshore depositary followed by a transfer of the ordinary shares from the offshore depositary into DTC), however, the redeposit will attract stamp duty or SDRT at a rate of 1.5%.
+Added: Taxation of Dividends
+Added: Under UK law, there is no withholding tax on dividends paid on the ordinary shares or ADSs.
Use of Proceeds from Initial Public Offering
7 unchanged sentences
There has been no material change in our planned use of the net proceeds from the IPO as described in the final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act.
+Added: Purchase of Equity Securities by the Issuer and Affiliated Purchases
Not applicable.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.