Summit Therapeutics Inc 6-K, filed Jul 27, 2020

About this 6-K

Summit Therapeutics Inc. (SMMT)

6-K 2020-07-27 For: 2020-07-27

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Added on April 09, 2026

SUMMIT THERAPEUTICS PLC

Date: July 27, 2020

/s/ Robert W. Duggan

Robert W. Duggan

Chief Executive Officer

Summit Therapeutics Inc filed this 6-K on July 27, 2020.

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Exhibit Number		Description

99.1		Scheme Circular and Notices of Meetings, dated July 27, 2020


Directors		Robert W. Duggan, Executive Chairman and Chief Executive Officer Ramses Erdtmann, Non-Executive Director Ujwala Mahatme, Non-Executive Director Manmeet Soni, Non-Executive Director Dr Ventzislav Stefanov, Executive Director

Company Secretary		Hugh O’Neill

Registered Office of Old Summit		136a Eastern Avenue Milton Park, Abingdon Oxfordshire United Kingdom, OX14 4SB

Registered Office of New Summit		Corporation Trust Center 1209 Orange Street Wilmington, DE 19801 United States of America

Website		www.summitplc.com

*Legal advisers to Old Summit and New Summit as to English Law*		CMS Cameron McKenna Nabarro Olswang LLP Cannon Place 78 Cannon Street London EC4N 6AF

*Legal Advisers to Old Summit and New Summit as to US Law*		Wilmer Cutler Pickering Hale and Dorr LLP 7 World Trade Center 250 Greenwich Street New York, NY 10007 United States of America

Registrars to Old Summit		Link Asset Services The Registry 34 Beckenham Road Beckenham BR3 4TU


	Page

PART 1 LETTER FROM THE EXECUTIVE CHAIRMAN AND CHIEF EXECUTIVE OFFICER		10

PART 2 EXPLANATORY STATEMENT		17

PART 3 ADDITIONAL INFORMATION		28

PART 4 SCHEME OF ARRANGEMENT		51

PART 5 NOTICE OF COURT MEETING		58

PART 6 NOTICE OF GENERAL MEETING		62

PART 7 DEFINITIONS		67


Event		Time and/or Date

ADS Voting Record Time		20 July 2020

Publication of this document		27 July 2020

Latest date for receipt of voting instructions from holders of Old Summit ADSs for the:

Court Meeting		11 August 2020¹

General Meeting		11 August 2020¹

Latest time and date for receipt of Forms of Proxy and electronic proxy instructions for the:

Court Meeting (BLUE Form of Proxy)		1.30 p.m. on 17 August 2020²

General Meeting (WHITE Form of Proxy)		1.40 p.m. on 17 August 2020³

Record time for entitlement to vote at the Court Meeting and the General Meeting		1.30 p.m. on 17 August 2020⁴

Court Meeting		1.30 p.m. on 19 August 2020

General Meeting		1.40 p.m. on 19 August 2020⁵


Advertise Old Summit Reduction of Capital confirmation hearing		28 August 2020

Court Hearing and Old Summit Reduction of Capital confirmation hearing		16 September 2020

Last day for registration of transfers of, and disablement of CREST for, Old Summit Shares		17 September 2020

Last day of dealings in, and for registration of transfers of Old Summit ADSs		17 September 2020

Scheme Record Time		close of business on 17 September 2020

Effective Date of the Scheme and the Old Summit Reduction of Capital (New Summit becomes the holding company of Old Summit)		18 September 2020

Cancellation of listing of Old Summit ADSs on the Nasdaq Global Market		9.30 a.m. (New York time) on 21 September 2020

Commencement of trading in the New Summit Shares on the Nasdaq Global Market		9.30 a.m. (New York time) on 21 September 2020


Directors:		Registered Office:
Robert W. Duggan (Executive Chairman and Chief Executive Officer)		136a Eastern Avenue
Ramses Erdtmann (Non-Executive Director)		Milton Park, Abingdon
Ujwala Mahatme (Non-Executive Director)		Oxfordshire
Manmeet Soni (Non-Executive Director)		United Kingdom
Dr Ventzislav Stefanov (Executive Director)		OX14 4SB


for every five Old Summit Shares		one New Summit Share


Director	Number of Old Summit Shares		Number of Summit Shares		Percentage of New issued share capital of New Summit

Mr Robert W. Duggan		211,123,385		42,224,677		62.8
Dr Ventzislav Stefanov		74,500		14,900		0.02


	Provisions Currently Applicable to Old Summit Shareholders	Provisions That Will Be Applicable to New Summit Shareholders

Number of Directors	Under the Companies Act, a public limited company must have at least two directors and the number of directors may be fixed by or in the manner provided in a company’s articles of association.	Under Delaware law, a corporation must have at least one director and the number of directors shall be fixed by or in the manner provided in the certificate of incorporation or bylaws.

	Under the Old Summit Articles, Old Summit may not have less than two or, unless otherwise determined by ordinary resolution of shareholders, more than 12 directors on its board of directors.	Under the New Summit Certificate of Incorporation, the number of directors shall be established from time to time by its board of directors.

Removal of Directors	Under the Companies Act, shareholders may remove a director without cause by an ordinary resolution (which is passed by a simple majority of those voting in person or by proxy at a general meeting) irrespective of any provisions of any service contract the director has with the company, provided notice of the intention to move the resolution has been given to the company at least 28 days before the meeting at which it is moved. On receipt of notice of an intended resolution to remove a director, the company must forthwith send a copy of the notice to the director concerned. Certain other procedural requirements under the Companies Act must also be followed such as allowing the director to make representations against his or her removal either at the meeting or in writing.	Under Delaware law and the New Summit Certificate of Incorporation, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.


	Provisions Currently Applicable to Old Summit Shareholders	Provisions That Will Be Applicable to New Summit Shareholders

Vacancies on the Board of Directors	Under English law, the procedure by which directors, other than a company’s initial directors, are appointed is generally set out in a company’s articles of association, provided that where two or more persons are appointed as directors of a public limited company by resolution of the shareholders, resolutions appointing each director must be voted on individually. Subject to the provisions of the Old Summit Articles, Old Summit may, by ordinary resolution of its shareholders, elect any person to be a director, either to fill a casual vacancy or as an addition to the existing board. Without prejudice to the power to appoint any person to be a director by shareholder resolution, the Board has the power to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing board.	Under Delaware law, vacancies and newly created directorships may be filled by a majority of the directors then in office (even though less than a quorum) or by a sole remaining director unless (a) otherwise provided in the certificate of incorporation or bylaws of the corporation or (b) the certificate of incorporation directs that a particular class of stock is to elect such director, in which case a majority of the other directors elected by such class, or a sole remaining director elected by such class, will fill such vacancy. Under the New Summit Certificate of Incorporation, any vacancies in the board of directors may also be filled by the affirmative vote of the holders of a majority of the voting power of all shares that stockholders would be entitled to vote for the election of directors.

Annual General Meeting	Under the Companies Act, a public limited company must hold an annual general meeting in each six-month period following the company’s annual accounting reference date. Old Summit’s annual general meeting is convened whenever and wherever the Board sees fit, subject to the requirements of the Companies Act.	Under Delaware law, the annual meeting of stockholders shall be held at such place, on such date and at such time as may be designated from time to time by the board of directors or as provided in the certificate of incorporation or by the bylaws. Under the New Summit Bylaws, the annual meeting of stockholders shall be held on a date and at a time designated by New Summit’s board of directors, the Chairman of the board or the Chief Executive Officer.

General Meeting	Under the Companies Act, a general meeting of the shareholders of a public limited company may be called by the directors. Shareholders holding at least 5 per cent. of the paid-up capital of the company carrying voting rights at general meetings can require the directors to call a general meeting and, if the directors fail to do so within a certain period, may themselves convene a general meeting.	Under Delaware law, special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorised by the certificate of incorporation or by the bylaws. Under the New Summit Certificate of Incorporation and New Summit Bylaws, special meetings of the stockholders may also be called by its secretary at the request of the holders of at least 25% of the outstanding shares of its common stock.


	Provisions Currently Applicable to Old Summit Shareholders	Provisions That Will Be Applicable to New Summit Shareholders

Notice of General Meetings	Under the Companies Act, 21 clear days’ notice must be given for an annual general meeting and any resolutions to be proposed at the meeting. Subject to a company’s articles of association providing for a longer period, at least 14 clear days’ notice is required for any other general meeting. The shareholders of a company may consent to a shorter notice period, the proportion of shareholders’ consent required being 100 per cent. of those entitled to attend and vote in the case of an annual general meeting and, in the case of any other general meeting, a majority in number of the members having a right to attend and vote at the meeting, being a majority who together hold not less than 95 per cent. in nominal value of the shares giving a right to attend and vote at the meeting.	Under Delaware law, unless otherwise provided in the certificate of incorporation or bylaws, written notice of any meeting of the stockholders must be given to each stockholder entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting and shall specify the place, date, hour and purpose or purposes of the meeting. The New Summit Certificate of Incorporation and New Summit Bylaws do not provide otherwise.

Proxy	Under the Companies Act, at any meeting of shareholders, a shareholder may designate another person to attend, speak and vote at the meeting on their behalf by proxy.	Under Delaware law, at any meeting of stockholders, a stockholder may designate another person to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A director of a Delaware corporation may not issue a proxy representing the director’s voting rights as a director.

Pre-emptive Rights	Under the Companies Act, “equity securities”, being (i) shares in the company other than shares that, with respect to dividends and capital, carry a right to participate only up to a specified amount in a distribution (“ordinary shares”) or (ii) rights to subscribe for, or to convert securities into, ordinary shares, proposed to be allotted for cash must be offered first to the existing equity shareholders in the company in proportion to the respective nominal value of their holdings, unless an exception applies or a special resolution to the contrary has been passed by shareholders in a general meeting or the articles of association provide otherwise in each case in accordance with the provisions of the Companies Act.	Under Delaware law, shareholders have no pre-emptive rights to subscribe to additional issues of stock or to any security convertible into such stock unless, and except to the extent that, such rights are expressly provided for in the certificate of incorporation. The New Summit Certificate of Incorporation does not provide for preemptive rights.


	Provisions Currently Applicable to Old Summit Shareholders	Provisions That Will Be Applicable to New Summit Shareholders

Authority to Allot	Under the Companies Act the directors of a company must not allot shares or grant rights to subscribe for or to convert any security into shares unless an exception applies or an ordinary resolution to the contrary has been passed by shareholders in a general meeting or the articles of association provide otherwise in each case in accordance with the provisions of the Companies Act.	Under Delaware law, if the corporation’s certificate of incorporation so provides, the board of directors has the power to authorise the issuance of stock. It may authorise capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the corporation or any combination thereof. It may determine the amount of such consideration by approving a formula. In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration is conclusive. The authorized capital stock under the New Summit Certificate of Incorporation will consist of 250,000,000 shares of common stock, par value $0.01 per share, and 20,000,000 shares of preferred stock, par value $0.01 per share.


Liability of Directors and Officers	Under the Companies Act, any provision, whether contained in a company’s articles of association or any contract or otherwise, that purports to exempt a director of a company, to any extent, from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.	Under Delaware law, a corporation’s certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for: • any breach of the director’s duty of loyalty to the corporation or its stockholders; • acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; • intentional or negligent payment of unlawful dividends or stock purchases or redemptions; or • any transaction from which the director derives an improper personal benefit. The New Summit Certificate of Incorporation provides that a director of New Summit will not be personally liable to New Summit or its stockholders for monetary damages for breach of fiduciary duty as a director subject to the limitations set forth above.


	Provisions Currently Applicable to Old Summit Shareholders	Provisions That Will Be Applicable to New Summit Shareholders

Indemnification of Directors and Officers	Under the Companies Act, any provision by which a company directly or indirectly provides an indemnity, to any extent, for a director of the company or of an associated company against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is also void except as permitted by the Companies Act, which provides exceptions for the company to (a) purchase and maintain insurance against such liability; (b) provide a “qualifying third party indemnity” (being an indemnity against liability incurred by the director to a person other than the company or an associated company or criminal proceedings in which he is not convicted); and (c) provide a “qualifying pension scheme indemnity” (being an indemnity against liability incurred in connection with the company’s activities as trustee of an occupational pension plan). Every director, alternate director, secretary or other officer (other than the auditors) of Old Summit may be indemnified to the fullest extent permitted by law out of its assets against all costs, claims, charges, expenses, losses, damages and liabilities incurred by him in relation to the actual or purported execution or discharge of his duties or the exercise or purported exercise of his powers or otherwise in relation to such members of Old Summit.	Delaware law generally provides that a corporation may indemnify any officer, director, employee or agent who is made a party to any third party suit or proceeding on account of being a director, officer, employee or agent of the corporation against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action if the officer, director, employee or agent: (1) acted in good faith and in a manner he reasonably believed to be in and not opposed to the best interests of the corporation; and (2) in a criminal proceeding, had no reasonable cause to believe his conduct was unlawful. The New Summit Certificate of Incorporation provides that New Summit will indemnify its current and former directors and officers to the fullest extent permitted by law.


Voting Rights	Under English law, unless a poll is demanded by the shareholders of a company or is required by the chairman of the meeting or the company’s articles of association, shareholders shall vote on all resolutions on a show of hands. Under the Companies Act, a poll may be demanded by (a) not fewer than five shareholders having the right to vote on the resolution; (b) any shareholder(s) representing not less than 10% of the total voting rights of all the shareholders having the right to vote on the resolution; or (c) any shareholder(s) holding shares in the company conferring a right to vote on the resolution being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right. A company’s articles of association may provide more extensive rights for shareholders to call a poll, and in Old Summit’s case the number in (a) above is reduced from five to three.	Delaware law provides that, unless otherwise provided in the certificate of incorporation, each stockholder is entitled to one vote for each share of capital stock held by such stockholder. New Summit Shareholders are entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders and do not have cumulative voting rights.


	Provisions Currently Applicable to Old Summit Shareholders	Provisions That Will Be Applicable to New Summit Shareholders

Voting Rights continued	Under English law, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) and entitled to vote. If a poll is demanded, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present, in person or by proxy, who, being entitled to vote, vote on the resolution. Special resolutions require the affirmative vote of not less than 75% of the votes cast by shareholders present, in person or by proxy, at the meeting.

	Old Summit ADS holders may instruct the depositary how to vote the number of deposited shares their ADSs represent. If Old Summit requests the depositary to solicit voting instructions from Old Summit ADS holders (and it is not required to do so), the depositary will notify Old Summit ADS holders of a shareholders’ meeting and send or make voting materials available to them. Those materials will describe the matters to be voted on and explain how Old Summit ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of England and Wales and the provisions of the Old Summit Articles or similar documents, to vote or to have its agents vote the shares or other deposited securities as instructed by Old Summit ADS holders. If Old Summit does not tell the depositary to solicit their voting instructions, Old Summit ADS holders can still send voting instructions, and, in that case, the depositary may try to vote as they instruct, but it is not required to do so.


	Provisions Currently Applicable to Old Summit Shareholders	Provisions That Will Be Applicable to New Summit Shareholders

Shareholder Vote on Certain Transactions	The Companies Act provides for schemes of arrangement, which are arrangements or compromises between a company and any class of shareholders or creditors and used in certain types of reconstructions, amalgamations, capital reorganisations or takeovers. These arrangements require: • the approval at a shareholders’ or creditors’ meeting convened by order of the court, of a majority in number of shareholders or creditors representing 75 per cent. in value of the capital held by, or debt owed to, the class of shareholders or creditors, or class thereof present and voting, either in person or by proxy; and • the approval of the court.	Generally, under Delaware law, unless the certificate of incorporation provides for the vote of a larger portion of the stock, completion of a merger, consolidation, sale, lease or exchange of all or substantially all of a corporation’s assets or dissolution requires: • the approval of the board of directors; and • approval by the vote of the holders of a majority of the outstanding stock or, if the certificate of incorporation provides for more or less than one vote per share, a majority of the votes of the outstanding stock of a corporation entitled to vote on the matter.

Action by Written Consent	Under English law, shareholders of a public limited company such as Old Summit are not permitted to pass resolutions by written consent.	Under Delaware law, unless otherwise provided in the certificate of incorporation, stockholders may take any action which may be taken at a stockholders meeting without a meeting if the action is consented to in writing by stockholders holding not less than the number of votes that would be required to authorise or take that action at a meeting at which all stockholders were present and voted.

		Under the New Summit Certificate of Incorporation and New Summit Bylaws, stockholders may take action by written consent in lieu of a meeting, without prior notice and without a vote, for any purpose if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of New Summit’s stock entitled to vote thereon were present and voted.


	Provisions Currently Applicable to Old Summit Shareholders	Provisions That Will Be Applicable to New Summit Shareholders

Shareholder Proposals and Shareholder Nominations of Directors	Under English law, shareholders may demand that a resolution be voted on at a general meeting if the demand is made (1) by shareholders holding at least 5% of the total voting power of shares having a right to vote on the resolution, or (2) by at least 100 shareholders holding shares on which there has been paid up an average sum per shareholder of at least £100. The shareholders must deposit the demand at the company’s registered office at least six weeks before the general meeting to which it relates. In general, resolutions to appoint directors must be put to shareholders on the basis of one resolution for each nominated director. A resolution including more than one director may be presented to be voted upon at a general meeting only if the shareholders have first unanimously approved so doing.	The New Summit Bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates for election to New Summit’s board of directors. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors, or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to New Summit’s secretary of the stockholder’s intention to bring such business before the meeting.

Preference Stock	Subject to any special rights attaching to shares already in issue, Old Summit’s shares may be issued with or have attached to them any preferred, deferred, qualified or other special rights or restrictions as Old Summit may resolve by ordinary resolution of the shareholders or decision of the Board. Old Summit currently has only issued ordinary shares.	The New Summit Certificate of Incorporation authorises the New Summit board of directors (1) to provide for the issuance of one or more series of preferred stock, (2) to issue up to 20,000,000 shares of preferred stock, (3) to fix the number of the shares constituting each series of preferred stock, and (4) to fix for each series, its voting powers, designations, preferences and relative participating, optional or other special rights, and the qualifications, limitations and restrictions thereof.

Classification of the Board of Directors	While English law permits a company to provide for terms of different length for its directors, the Old Summit Articles do not provide for any such differentiation. The Old Summit Articles provide that at every annual general meeting, one-third of the directors or, if their number is not a multiple of three, then the number nearest to and not exceeding one-third, shall retire from office and each director must retire from office at least once every three years. The directors to retire on each occasion shall be those subject to retirement by rotation who have been longest in office since their last election, but as between persons who became or were re-elected directors on the same day those to retire shall (unless they otherwise agree amongst themselves) be determined by lot. A director who retires at the annual general meeting shall be eligible for re-election.	Delaware law permits the certificate of incorporation or a stockholder-adopted bylaw to provide that directors be divided into one, two or three classes, with the term of office of one class of directors to expire each year. The New Summit Certificate of Incorporation provides that, subject to the rights of any series of preferred stock to elect directors, the directors shall be elected at each annual meeting of stockholders and each director elected to the board of directors shall hold office until the next annual meeting of stockholders.


	Provisions Currently Applicable to Old Summit Shareholders	Provisions That Will Be Applicable to New Summit Shareholders

Standard of Conduct for Directors	Under English law, a director owes various statutory and fiduciary duties to the company, including: • to act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole; • to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly conflicts, with the interests of the company; • to act in accordance with the company’s constitution and only exercise his powers for the purposes for which they are conferred; • to exercise independent judgment; • to exercise reasonable care, skill and diligence; • not to accept benefits from a third party conferred by reason of his being a director or doing, or not doing, anything as a director; and • to declare any interest that he has, whether directly or indirectly, in a proposed or existing transaction or arrangement with the company.	Delaware law does not contain specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act without self-interest, on a well-informed basis and in a manner they reasonably believe to be in the best interests of the stockholders. Directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and to its shareholders. The duty of care generally requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. In general, but subject to certain exceptions, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Delaware courts have also imposed a heightened standard of conduct upon directors of a Delaware corporation who take any action designed to defeat a threatened change in control of the corporation. In addition, under Delaware law, when the board of directors of a Delaware corporation approves the sale or break-up of a corporation, the board of directors may, in certain circumstances, have a duty to obtain the highest value reasonably available to the stockholders.


	Provisions Currently Applicable to Old Summit Shareholders	Provisions That Will Be Applicable to New Summit Shareholders

Shareholder Suits	Under English law, generally, the company, rather than its shareholders, is the proper claimant in an action in respect of a wrong done to the company or where there is an irregularity in the company’s internal management. Notwithstanding this general position, the Companies Act provides that (i) a court may allow a shareholder to bring a derivative claim (that is, an action in respect of and on behalf of the company) in respect of a cause of action arising from a director’s negligence, default, breach of duty or breach of trust and (ii) a shareholder may bring a claim for a court order where the company’s affairs have been or are being conducted in a manner that is unfairly prejudicial to some of its shareholders.	Under Delaware law, a stockholder may initiate a derivative action to enforce a right of a corporation if the corporation fails to enforce the right itself. The complaint must: • state that the plaintiff was a stockholder at the time of the transaction of which the plaintiff complains or that the plaintiff’s shares thereafter devolved on the plaintiff by operation of law; and • allege with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors and the reasons for the plaintiff’s failure to obtain the action; or • state the reasons for not making the effort. Additionally, the plaintiff must remain a stockholder through the duration of the derivative suit. The action will not be dismissed or compromised without the approval of the Delaware Court of Chancery.


ADS		an American depositary share;

Business Day		means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in the City of London;

Circular		the circular in respect of the Scheme dated 27 July 2020 sent by Summit to the holders of Old Summit Shares and holders of Old Summit ADSs, of which this Scheme forms a part, containing and setting out the full terms and conditions of this Scheme and containing the notices convening the Court Meeting and the General Meeting;

Companies Act		the Companies Act 2006 including any statutory modification or re-enactment thereof from time to time in force;

Computershare		Computershare Trust Company, N.A.;

Court		the High Court of Justice in England and Wales;

Court Hearing		the hearing by the Court to sanction this Scheme under section 899 of the Companies Act including any adjournments thereof;

Court Meeting		the meeting of Scheme Shareholders convened by order of the Court pursuant to sections 895 to 899 of the Companies Act to consider and, if thought fit, approve (with or without modification) this Scheme, notice of which is set out in Part 5 of the Circular, or any adjournment thereof;



CREST		the electronic transfer and settlement system for the paperless settlement of trades in listed securities operated by Euroclear UK & Ireland Limited;

Deposit Agreement		the agreement dated 4 March 2015 between Old Summit, the Depositary and Old Summit ADS holders, containing the terms applicable to the Old Summit ADSs;

Depositary		The Bank of New York Mellon, as depositary for the Old Summit ADSs;

DTC		The Depository Trust Company;

Effective		the Scheme having become effective in accordance with Clause 6;

General Meeting		the general meeting of Old Summit convened for 1.40 p.m. on 19 August 2020 or if later, as soon as possible after the conclusion or adjournment of the Court Meeting notice of which is set out in Part 6 of the Circular, or any adjournment thereof;

Holder		a registered holder of Old Summit Shares and includes any person entitled by transmission;

Latest Practicable Date		24 July 2020;

Link Asset Services		a trading name for Link Registrars Limited, being Old Summit’s registrars;

New Ordinary Shares		the new ordinary shares in Old Summit of one pence each to be issued to New Summit pursuant to this Scheme;

New Summit		Summit Therapeutics Inc., a Delaware corporation;

New Summit Shares		shares of common stock, par value US$0.01 per share, of New Summit;

Old Summit		Summit Therapeutics plc, a company incorporated in England and Wales with registered number 05197494;

Old Summit ADS		an ADS representing five Old Summit Shares;

Old Summit Articles		the articles of association of Old Summit as at the date of this Scheme;

Old Summit Reduction of		the reduction of capital in Old Summit through the cancellation of

Capital		the Scheme Shares pursuant to sections 641 to 653 of the Companies Act;

Old Summit Share Plans		the Summit Therapeutics plc 2016 Long Term Incentive Plan, the VASTox plc 2005 EMI Scheme Rules and other arrangements under which incentives in relation to Old Summit Shares have been agreed with directors and/or consultants to Old Summit or the Summit Group before the Scheme Effective Date;

Old Summit Shares		ordinary shares of £0.01 each in the capital of Old Summit;



Overseas Shareholders		a Scheme Shareholder who is, or who Old Summit reasonably believes is, a citizen, resident or national of any jurisdiction outside the United Kingdom;

Scheme		this proposed scheme of arrangement made under Part 26 of the Companies Act between Old Summit and the Scheme Shareholders in its present form or with or subject to any modification, addition or condition approved or imposed by the Court and/or agreed to in accordance with Clause 7;

Scheme Effective Date		the date on which the Scheme becomes Effective;

Scheme Record Time		close of business on the Business Day immediately preceding the date of the Court Hearing;

Scheme Shareholder		a holder of Scheme Shares and a “Scheme Shareholder” shall mean any one of those Scheme Shareholders;

Scheme Shares		(a) the Old Summit Shares in issue at the date of this Scheme;

		(b) any Old Summit Shares issued after the date of this Scheme and before the Voting Record Time; and

		(c) any Old Summit Shares issued at or after the Voting Record Time and prior to the Scheme Record Time, on terms that the holder shall be bound by this Scheme or, in the case of any holders of any such shares issued prior to the amendments to the Old Summit Articles to be adopted at the General Meeting, in respect of which the holder shall have agreed in writing to be bound by this Scheme,

		and in each case (where the context requires) remaining in issue at the Scheme Record Time and in each case excluding any Old Summit Shares held by New Summit;

Statement of Capital		the statement of capital approved by the Court showing the information required by section 649 of the Companies Act with respect to Old Summit’s share capital as altered by the Old Summit Reduction of Capital;

Summit Group		Old Summit and its subsidiary undertakings, or following the Scheme becoming Effective, New Summit and its subsidiary undertakings, as the context may require;

UK or United Kingdom		the United Kingdom of Great Britain and Northern Ireland; and

Voting Record Time		1.30 p.m. on 17 August 2020 or, if the Court Meeting is adjourned, 1.30 p.m. on the day which is two days (excluding any part of a day that is not a Business Day) before such adjourned meeting.



“ADS”		an American depositary share

“ADS Voting Record Time”		20 July 2020

“Board” or “Old Summit Directors”		the directors of Old Summit, from time to time, whose names are set out on page 6 of this document, including a duly constituted committee thereof

“Business Day”		any day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in the City of London

“Companies Act”		the UK Companies Act 2006

“Computershare”		Computershare Trust Company, N.A.

“Court” or “High Court”		the High Court of Justice of England and Wales

“Court Hearing”		the hearing of the claim form to sanction the Scheme and confirm the Old Summit Reduction of Capital

“Court Meeting”		the meeting of Old Summit Shareholders convened for 1.30 p.m. on 19 August 2020 by order of the Court pursuant to sections 895 to 899 of the Companies Act, notice of which is set out in Part 5 of this document and any adjournment of that meeting

“Court Order”		the order or orders of the Court sanctioning the Scheme under section 899 of the Companies Act and confirming the Old Summit Reduction of Capital under section 648 of the Companies Act

“CREST”		the electronic transfer and settlement system for the paperless settlement of trades in listed securities operated by Euroclear UK & Ireland Limited

“Depositary”		The Bank of New York Mellon, as depositary of the Old Summit ADSs

“Deposit Agreement”		the agreement dated 4 March 2015 between Old Summit, the Depositary and Old Summit ADS holders, containing the terms applicable to the Old Summit ADSs

“DTC”		The Depository Trust Company

“Effective”		the Scheme having become effective in accordance with its terms

“Form(s) of Proxy”		either or both of the BLUE form of proxy for use at the Court Meeting and the WHITE form of proxy for use at the General Meeting, which accompany this document, as the context requires

“General Meeting”		the general meeting of Old Summit convened for 1.40 p.m. on 19 August 2020, notice of which is set out in Part 6 of this document and any adjournment of that meeting

“Latest Practicable Date”		24 July 2020



“Link Asset Services”		a trading name for Link Registrars Limited, being Old Summit’s registrars

“Meetings”		the Court Meeting and/or the General Meeting as the case may be

“New Ordinary Shares”		the new ordinary shares in Old Summit of one pence each to be issued to New Summit pursuant to the Scheme

“New Summit”		Summit Therapeutics Inc., a Delaware corporation

“New Summit Bylaws”		the bylaws of New Summit immediately following the Scheme becoming Effective

“New Summit Certificate of Incorporation”		the certificate of incorporation of New Summit immediately following the Scheme becoming Effective

“New Summit Initial Shares”		the 100 New Summit Shares issued by New Summit prior to the Scheme Effective Date

“New Summit Shares”		shares of common stock, par value US$0.01 per share, of New Summit

“New Summit Shareholder”		a holder for the time being of New Summit Shares

“New Summit Share Plans”		the 2020 Stock Incentive Plan and the 2020 Employee Stock Purchase Plan

“New Summit Share Plans Resolutions”		the ordinary resolutions which are set out in Part 6 of this document, to be proposed to be passed at the General Meeting seeking approval of the New Summit Share Plans by the Old Summit Shareholders in an effort to ensure that the New Summit Share Plans satisfy the requirements of the listing rules of the Nasdaq Global Market, without the cost and delay that a separate meeting of New Summit’s stockholders following the Scheme Effective Date would incur

“Old Summit” or “Company”		Summit Therapeutics plc, a public limited company incorporated in England and Wales with registered number 05197494

“Old Summit ADS”		an ADS representing five Old Summit Shares

“Old Summit Articles”		the articles of association of Old Summit at the date of this document

“Old Summit Reduction of Capital”		the reduction of capital of Old Summit through the cancellation of the Scheme Shares pursuant to sections 641 to 653 of the Companies Act

“Old Summit Shareholder”		a holder for the time being of Old Summit Shares

“Old Summit Share Plans”		the Summit Therapeutics plc 2016 Long Term Incentive Plan, the VASTox plc 2005 EMI Scheme Rules and other arrangements under which incentives in relation to Old Summit Shares have been agreed with directors and/or consultants to Old Summit or the Summit Group before the Scheme Effective Date

“Old Summit Shares”		the ordinary shares of one pence each in the share capital of Old Summit

“Old Summit Warrants”		outstanding warrants to subscribe for Old Summit Shares



“Overseas Shareholders”		Old Summit Shareholders resident in, or citizens of, jurisdictions outside the United Kingdom

“Proposals”		the proposals relating to the implementation of the Scheme

“Registrar of Companies”		the Registrar of Companies in England and Wales

“Resolutions”		the Special Resolution and the New Summit Share Plans Resolutions

“Scheme”		the proposed scheme of arrangement of Old Summit pursuant to sections 895 to 899 of the Companies Act set out in Part 4 of this document in its present form or with or subject to any modification, addition or condition approved or imposed by the Court

“Scheme Effective Date”		the date on which the Scheme becomes Effective, expected to be 18 September 2020

“Scheme Record Time”		close of business on the Business Day immediately preceding the date of the Court Hearing

“Scheme Shareholder”		a holder of Scheme Shares

“Scheme Shares”		(a) the Old Summit Shares in issue at the date of the Scheme;

		(b) any Old Summit Shares issued after the date of the Scheme and before the Voting Record Time; and

		(c) any Old Summit Shares issued at or after the Voting Record Time and prior to the Scheme Record Time, on terms that the holder shall be bound by the Scheme or, in the case of any holders of any such shares issued prior to the amendments to the Old Summit Articles to be adopted at the General Meeting, in respect of which the holder shall have agreed in writing to be bound by the Scheme,

		and in each case (where the context requires) remaining in issue at the Scheme Record Time and in each case excluding any Old Summit Shares held by New Summit

“SEC”		the US Securities and Exchange Commission

“Special Resolution”		the special resolution which is set out in Part 6 of this document, to be proposed to be passed at the General Meeting in connection with, inter alia, the implementation of the Scheme, the Old Summit Reduction of Capital and certain amendments to be made to the Old Summit Articles

“Statement of Capital”		the statement of capital approved by the Court showing the information required by section 649 of the Companies Act with respect to Old Summit’s share capital as altered by the Old Summit Reduction of Capital

“subsidiary undertaking”		as defined in section 1162 of the Companies Act

“Summit Group”		Old Summit and its subsidiary undertakings, or following the Scheme becoming Effective, New Summit and its subsidiary undertakings, as the context may require

“UK” or “United Kingdom”		the United Kingdom of Great Britain and Northern Ireland



“US” or “United States”		the United States of America its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction

“US$”		United States dollars

“US Exchange Act”		the United States Securities Exchange Act 1934, as amended

“US Securities Act”		the United States Securities Act of 1933, as amended

“US Shareholders”		Old Summit Shareholders with registered addresses in the United States

“Voting Record Time”		1.30 p.m. on 17 August 2020 or, if the Court Meeting is adjourned, 1.30 p.m. on the day which is two days before such adjourned meeting (excluding any part of the day that is not a Business Day)