As filed with the Securities and Exchange Commission on March 21, 2024
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Immunocore Holdings plc
(Exact name of registrant as specified in its charter)


England and Wales
 
Not applicable
(State or other jurisdiction of Incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
92 Park Drive
Milton Park
Abingdon, Oxfordshire OX14 4RY
United Kingdom
(Address of principal executive offices) (Zip code)



Immunocore Holdings plc 2021 Equity Incentive Plan, with Non-Employee Sub-Plan
(Full title of the plan)



Immunocore, LLC
Six Tower Bridge, Suite 200
181 Washington Street
Conshohocken, Pennsylvania 19428
United States
Tel: +1 484 534 5261
(Name and address of agent for service) (Telephone number, including area code, of agent for service)


Copies to:
 
Divakar Gupta
Courtney T. Thorne
Cooley LLP
55 Hudson Yards
New York, New York 10001
+1 212 479 6000
 
Lily Hepworth
General Counsel
Immunocore Holdings plc
92 Park Drive
Milton Park
Abingdon, Oxfordshire OX14 4RY
United Kingdom
Tel: +44 12 3543 8600
 
Claire Keast-Butler
Cooley (UK) LLP
22 Bishopsgate
London EC2N 4BQ
United Kingdom
+44 20 7583 4055
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
 
 
Accelerated filer
 
Non-accelerated filer
 
 
Smaller reporting company
 
       
Emerging growth company
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

 


REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
 
Pursuant to General Instruction E to Form S-8, Immunocore Holdings plc (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register 2,400,549 additional ordinary shares, nominal value £0.002 per share (the “Ordinary Shares”), of the Registrant under the Immunocore Holdings plc 2021 Equity Incentive Plan, with Non-Employee Sub Plan (the “2021 Plan”), pursuant to the provisions of the 2021 Plan providing for an automatic increase in the number of Ordinary Shares reserved and available for issuance under the 2021 Plan on January 1, 2024. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
 
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
 
(a) The Registrant’s Registration Statements on Form S-8, filed with the Commission on April 12, 2021 (File No. 333-255182), May 17, 2022 (File No. 333-265000), and April 6, 2023 (File No. 333-271164).
 
(b) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 28, 2024.
 
(c) The Registrant’s Current Reports on Form 8-K filed with the SEC on January 5, 2024 (excluding Items 2.02 and 7.01 therein), January 29, 2024 (excluding Item 2.02 therein) and February 2, 2024; and
 
(d) The description of the Registrant’s Ordinary Shares and American Depositary Shares contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on February 2, 2021 (File No. 001-39992) under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description, including Exhibit 2.4 to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020, filed with the Commission on March 25, 2021.
 
(e) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
 


 
ITEM 8. EXHIBITS.
 
       
Incorporated by Reference
Exhibit
Number
 
 
Description
 
 
Schedule
Form
 
 
File Number
 
 
Exhibit
 
 
Filing Date
 
   
20-F
 
001-39992
 
1.1
 
3/25/21
   
20-F
 
001-39992
 
2.2
 
3/25/21
   
20-F
 
001-39992
 
2.3
 
3/25/21
 
Opinion of Cooley (UK) LLP.
               
 
Consent of KPMG LLP, the Registrant’s former independent registered public accounting firm
               
 
Consent of Deloitte LLP, the Registrant’s independent registered public accounting firm
               
 
Consent of Cooley (UK) LLP (included in Exhibit 5.1).
               
                 
   
20-F
 
001-39992
   
3/25/21
                 

*
Filed herewith.
 


SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oxford, United Kingdom, on the twentieth day of March, 2024.
 
 
IMMUNOCORE HOLDINGS PLC
     
 
By:
/s/ Bahija Jallal, Ph.D.
   
Name: Bahija Jallal, Ph.D.
   
Title: Chief Executive Officer
 
POWER OF ATTORNEY
 
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Bahija Jallal, Brian Di Donato and Lily Hepworth, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
SIGNATURE
 
TITLE
 
DATE
 
 
 
 
 
/s/ Bahija Jallal, Ph.D.
 
Chief Executive Officer and Director
 
March 20, 2024
Bahija Jallal, Ph.D.
 
(Principal Executive Officer)
 
 
 
 
 
 
 
/s/ Brian Di Donato
 
Chief Financial Officer
 
March 20, 2024
Brian Di Donato
 
(Principal Financial Officer)
 
 
 
 
 
 
 
/s/ John Goll
 
SVP, Finance & Chief Accounting Officer
 
March 20, 2024
John Goll
 
(Principal Accounting Officer)
   
         
/s/ Professor Sir John Bell
 
Chairman of the Board of Directors
 
March 20, 2024
Professor Sir John Bell
 
     
 
 
 
 
 
/s/ Travis Coy
 
Director
 
March 20, 2024
Travis Coy
 
     
 
 
 
 
 
/s/ Roy S. Herbst, M.D., Ph.D.
 
Director
 
March 20, 2024
Roy S. Herbst, M.D., Ph.D.
 
     
 
 
 
 
 
/s/ Siddharth Kaul
 
Director
 
March 20, 2024
Siddharth Kaul
 
     
         
/s/ Robert Perez
 
Director
 
March 20, 2024
Robert Perez
       
 
       
/s/ Kristine Peterson
 
Director
 
March 20, 2024
Kristine Peterson
       
 
       
/s/ Professor Sir Peter Ratcliffe
 
Director
 
March 20, 2024
Professor Sir Peter Ratcliffe
     

 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
 
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Immunocore Holdings plc has signed this registration statement or amendment thereto on March 20, 2024.
 
 

 
IMMUNOCORE, LLC
     
 
By:
/s/ Bahija Jallal, Ph.D.
   
Name: Bahija Jallal, Ph.D.
   
Title: Authorized Signatory

 



EXHIBIT 5.1

Claire Keast-Butler
+44 (0) 20 7556 4211
ckeastbutler@cooley.com


Immunocore Holdings plc
92 Park Drive
Milton Park
Abingdon, Oxfordshire OX14 4RY
United Kingdom

20 March 2024


Ladies and Gentlemen:

Re:
Immunocore Holdings plc – Registration Statement on Form S-8 – Exhibit 5.1

1.
INTRODUCTION


1.1
We have acted as English legal advisers to Immunocore Holdings plc, a public limited company incorporated in England and Wales (the “Company”), in relation to the preparation and filing of the registration statement on Form S-8 to which this opinion letter is attached as an exhibit (such registration statement, as amended, including the documents incorporated by reference therein, the “Registration Statement”) filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder.


1.2
As set out in the Registration Statement, it is proposed that up to 2,400,549 ordinary shares of the Company each having a nominal value of £0.002 (the “Shares”) will be allotted and issued upon the exercise or settlement of options and awards to be granted under the Immunocore Holdings plc 2021 Equity Incentive Plan, with Non-Employee Sub-Plan (the “2021 Plan”) that was approved by the Company’s shareholders on 3 February 2021, pursuant to the provisions of the 2021 Plan providing for an automatic increase in the number of ordinary shares reserved and available for issuance under the 2021 Plan on 1 January 2024.


1.3
We are rendering this letter at the request of the Company in connection with the Registration Statement. We have taken instructions solely from the Company.


1.4
Except as otherwise defined in this letter, capitalised terms used have the respective meanings given to them in the Registration Statement (as defined above) and headings are for ease of reference only and shall not affect interpretation.


1.5
All references to legislation in this letter are to the legislation of England unless the contrary is indicated, and any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof, as in force on the date of this letter.

2.
DOCUMENTS

For the purpose of issuing this letter, we have reviewed the following documents only:

2.1
a draft PDF copy of the Registration Statement to be filed with the SEC on 21 March 2024;

2.2
a PDF copy of the 2021 Plan;

Cooley (UK) LLP   22 Bishopsgate   London EC2N 4BQ, UK
t: +44 (0) 20 7583 4055  f: +44 (0) 20 7785 9355  cooley.com
 
Cooley (UK) LLP is a limited liability partnership and is registered in England and Wales with registered number OC395270. Our registered office is at the address above. Cooley (UK) LLP is authorised and regulated by the Solicitors Regulation Authority (SRA number 617791). A list of the members of Cooley (UK) LLP and their professional qualifications is open to inspection at its registered office. The word 'partner,' used in relation to Cooley (UK) LLP, refers to a member of Cooley (UK) LLP or an employee or consultant of Cooley (UK) LLP (or any affiliated firm) of equivalent standing.

Page Two

2.3
a PDF executed copy of the minutes of a meeting of the board of directors of the Company (the “Board” or the “Directors”) held on 28 January 2021 at which it was resolved, inter alia, to (i) constitute a pricing committee of the Board (the “Pricing Committee”), (ii) delegate authority to the Pricing Committee as to the finalisation of the 2021 Plan and the grant of options to certain service providers under the 2021 Plan and (iii) delegate authority to the remuneration committee of the Board (the “Remuneration Committee”) to administer and amend the 2021 Plan (the “Board Minutes”);


2.4
a PDF executed copy of the minutes of the Pricing Committee held on 4 February 2021 at which it was resolved, inter alia, to adopt the 2021 Plan and to grant options to certain service providers under the 2021 Plan (the “Pricing Committee Minutes”);


2.5
a PDF executed copy of the resolutions passed by the shareholders of the Company at the general meeting of the Company held on 3 February 2021 at which it was resolved, inter alia, (i) to approve the 2021 Plan and (ii) to authorise the Directors for the purposes of section 551 of the Companies Act 2006, as amended (the “Companies Act”) to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £150,000.00 for a period ending on 3 February 2026 and to allot equity securities for cash pursuant to such authority as if section 561 of the Companies Act did not apply to the allotment (the “Shareholder Resolutions”);


2.6
a PDF copy of the certificate of incorporation of the Company dated 7 January 2021 and a PDF copy of the certificate of incorporation on re-registration of the Company as a public company dated 1 February 2021; and


2.7
a PDF copy of the articles of association of the Company adopted on 9 February 2021 (the “Articles”).

3.
SEARCHES

In addition to examining the documents referred to in paragraph 2 (Documents), we have carried out the following searches only:


3.1
an online search at Companies House in England and Wales (“Companies House”) with respect to the Company, carried out at 9:37 a.m. (London time) on 20 March 2024 (the “Companies House Search”); and


3.2
an online enquiry of the Central Registry of Winding-up Petitions at the Insolvency and Companies List in England and Wales (the “Central Registry”) with respect to the Company, carried out at 10:01 a.m. (London time) on 20 March 2024 (the “Central Registry Enquiry” and, together with the Companies House Search, the “Searches”).

4.
OPINION

Subject to the assumptions set out in paragraph 5 (Assumptions), the scope of the opinion set out in paragraph 6 (Scope of Opinion) and the reservations set out in paragraph 7 (Reservations), and subject further to the following:


4.1
the Registration Statement, as finally amended, having become effective under the Securities Act;


4.2
the delegation of authority to the Remuneration Committee and the Pricing Committee in respect of the 2021 Plan having been validly effected;


4.3
the Directors, the Remuneration Committee or the Pricing Committee having validly granted the awards in respect of the Shares under the 2021 Plan, as applicable;


4.4
the Directors, the Remuneration Committee or the Pricing Committee, as applicable, having validly resolved to allot and issue the Shares, or grant rights to subscribe for the Shares, at duly convened and quorate meetings of the Board, the Remuneration Committee or the Pricing Committee or by way of duly passed written resolutions of the Board, the Remuneration Committee or the Pricing Committee in compliance with all applicable laws and regulations and with such resolutions being in full force and effect and not having been rescinded or amended;


Page Three

4.5
the receipt in full of payment for the Shares in an amount of “cash consideration” (as defined in section 583(3) of the Companies Act) of not less than the aggregate nominal value for such Shares, assuming in each case that the individual grants or awards under the 2021 Plan are duly authorised by all necessary corporate action and duly granted or awarded and exercised or settled in accordance with the requirements of applicable law, the Articles and the 2021 Plan (and the agreements and awards duly adopted thereunder and in accordance therewith); and


4.6
valid entries having been made in relation to the allotment and issue of the Shares in the books and registers of the Company,

it is our opinion that, as at today’s date, the Shares, if and when allotted and issued, registered in the name of the recipient in the register of members of the Company and delivered in accordance with the terms and conditions referred to in the 2021 Plan and as described in the Registration Statement, will be duly and validly authorised and issued, fully paid or credited as fully paid (subject to the receipt of valid consideration by the Company for the issue thereof) and will not be subject to any call for payment of further capital.

5.
ASSUMPTIONS

In giving the opinion in this letter, we have assumed (without making enquiry or investigation) that:


5.1
all signatures, stamps and seals on all documents are genuine. All original documents are complete, authentic and up-to-date, and all documents submitted to us as a copy (whether by email or otherwise) are complete and accurate and conform to the original documents of which they are copies and that no amendments (whether oral, in writing or by conduct of the parties) have been made to any of the documents since they were examined by us;


5.2
where a document has been examined by us in draft or specimen form, it will be or has been duly executed in the form of that draft or specimen;


5.3
the Articles referred to in paragraph 2.7 of this letter remain in full force and effect, and no alteration has been made or will be made to the Articles, in each case prior to the relevant date of the granting of rights to subscribe for the Shares and/or the allotment and issue of the Shares (each such date, an “Allotment Date”);


5.4
at the time of each allotment and issue of any Shares the Company shall have received in full “cash consideration” (as such term is defined in section 583(3) of the Companies Act) equal to the subscription price payable for such Shares and shall have entered the holder or holders thereof in the register of members of the Company showing that all such Shares shall have been fully paid up as to their nominal value and any premium thereon as at each Allotment Date;


5.5
the 2021 Plan has been validly adopted and remains in full force and effect, and no alteration has been made or will be made to the 2021 Plan prior to any Allotment Date;


5.6
in relation to any allotment and issue of any Shares by the Company pursuant to the 2021 Plan, the recipient shall have become entitled to such Shares under the terms of the 2021 Plan and such Shares, or rights over Shares, where applicable, will be fully vested each in accordance with the terms of the 2021 Plan and such recipient has or will have complied with all other requirements of the 2021 Plan in connection with the allotment and issue of such Shares;


5.7
all awards have been made under the terms of the 2021 Plan, that the terms of all awards have not materially deviated from the terms set out in the 2021 Plan, and that any Shares will be allotted and issued in accordance with the terms set out in the 2021 Plan and in accordance with the Articles and applicable laws;


5.8
the 2021 Plan (other than the Non-Employee Sub-Plan) qualifies as an “employees’ share scheme” as defined in section 1166 of the Companies Act;


Page Four

5.9
immediately prior to each Allotment Date, the Directors shall have sufficient authority and powers conferred upon them to allot and issue such Shares and grant such rights (as applicable) under section 551 of the Companies Act  (unless such allotment and issue or grant is exempt under section 549(2) of the Companies Act) and under section 570 or section 571 of the Companies Act as if section 561 of the Companies Act did not apply to such allotment and issue or grant (unless such allotment and issue or grant is exempt from section 561 of the Companies Act pursuant to section 566 of the Companies Act) pursuant to the Shareholder Resolutions, or if the relevant authorities and powers under the Shareholder Resolutions have expired or been fully utilised or have otherwise been replaced the Company in general meeting having duly and validly resolved to grant such authorities under section 551 of the Companies Act and powers under section 570 and/or section 571 of the Companies Act to the Directors to allot and issue the relevant Shares and/or grant rights to acquire the relevant Shares, and the Directors shall not allot or issue (or purport to allot or issue) Shares and shall not grant rights (or purport to grant rights) to acquire Shares in excess of such powers or in breach of any other limitation on their power to allot and issue Shares or grant rights to acquire Shares;


5.10
no Shares shall be allotted or issued, or are or shall be committed to be allotted or issued, at a discount to their nominal value (whether in dollars or equivalent in any other currency);


5.11
all documents, forms and notices which should have been delivered to Companies House in respect of the Company have been so delivered;


5.12
the information revealed by the Searches is true, accurate, complete and up-to-date in all respects, and there is no information which should have been disclosed by the Searches that has not been disclosed for any reason and there has been no alteration in the status or condition of the Company since the date and time that the Searches were made and that the results of the Searches will remain complete and accurate as at each Allotment Date;


5.13
in relation to the allotment and issue of the Shares, the Directors have acted and will act in the manner required by section 172 of the Companies Act and the Shares will be allotted and issued in good faith and on bona fide commercial terms and on arms’ length terms and for the purpose of carrying on the business of the Company and that there are reasonable grounds for believing that the allotment and issue of the Shares will promote the success of the Company for the benefit of its members as a whole;


5.14
there has not been and will not be any bad faith, breach of trust, fraud, coercion, duress or undue influence on the part of any of the Directors in relation to any allotment and issue of Shares;


5.15
the Board Minutes and the Pricing Committee Minutes referred to in paragraphs 2.3 and 2.4 (Documents), respectively, provided to us in connection with the giving of this opinion, are a true record of the proceedings described therein, and that each meeting recorded in such minutes was and each meeting of the Directors, the Remuneration Committee or the Pricing Committee referred to in paragraph 4.4 of this letter will be duly conducted as described therein, duly constituted and convened and all constitutional, statutory and other formalities were and/or will be duly observed (including, if applicable, those relating to the declaration of Directors’ interests or the power of interested Directors to vote), a quorum was and/or will be present throughout, the requisite majority of Directors voted and/or will vote in favour of approving the resolutions and the resolutions passed at that meeting of the Board or the Remuneration Committee or the Pricing Committee, as applicable, were and/or will be duly adopted, have not been and will not be revoked or varied and remain in full force and effect and will remain so as at each Allotment Date;


5.16
a general meeting of the Company was duly convened and held on short notice on 3 February 2021 at which all constitutional, statutory and other formalities were duly observed, a quorum of shareholders was present throughout and the Shareholder Resolutions referred to in paragraph 2.5 (Documents) were duly passed and have not been revoked or varied and remain in full force and effect and will remain so as at each Allotment Date, and that all filings required to be made with Companies House in connection therewith have been made within the relevant time limits;


Page Five

5.17
the resolutions of the shareholders of the Company referred to in paragraph 5.9 will be duly passed as resolutions of the Company at a duly convened and quorate general meeting of the Company, all constitutional, statutory and other formalities will be observed in respect of such general meeting and such resolutions will not have expired and will not be revoked or varied prior to each Allotment Date and will remain in full force and effect as at each Allotment Date;


5.18
the Company has complied and will comply with all applicable anti-terrorism, anti-money laundering, sanctions and human rights laws and regulations and that each grant of rights to acquire Shares under the 2021 Plan, as applicable, and that each allotment and issue of Shares pursuant to the 2021 Plan, as applicable, will be consistent with all such laws and regulations;


5.19
no Shares or rights to subscribe for Shares have been or shall be offered to the public in the United Kingdom in breach of the Financial Services and Markets Act 2000 (“FSMA”), the EU Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 or of any other United Kingdom laws or regulations concerning offers of securities to the public, and no communication has been or shall be made in relation to the Shares in breach of section 21 (Restrictions on financial promotion) of the FSMA or any other United Kingdom laws or regulations relating to offers or invitations to subscribe for, or to acquire rights to subscribe for or otherwise acquire, shares or other securities;


5.20
in issuing and allotting and granting rights to acquire Shares and administering the 2021 Plan, the Company is not carrying on a regulated activity (within the meaning of section 19 (The general prohibition) of FSMA); and


5.21
the Company has not taken any corporate or other action nor have any steps been taken or legal proceedings been started against the Company for the liquidation, winding-up, dissolution or reorganisation of, or for the appointment of a liquidator, receiver, trustee, administrator, administrative receiver or similar officer of, any such party (including the Company) or all or any of its or their assets (or any analogous proceedings in any jurisdiction) and no such steps or proceedings will have been taken as at each Allotment Date, and the Company is not unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986, as amended (the “Insolvency Act”) and will not become unable to pay its debts within the meaning of that section as a result of any of the transactions contemplated herein, is not insolvent and has not been dissolved (although the Searches gave no indication that any winding-up, dissolution or administration order or appointment of a receiver, administrator, administrative receiver or similar officer has been made with respect to the Company) and such actions and steps will not have been taken as at any Allotment Date.

6.
SCOPE OF OPINION


6.1
The opinion given in this letter is limited to English law as it would be applied by English courts on the date of this letter.


6.2
We express no opinion in this letter on the laws of any other jurisdiction. We have not investigated the laws of any country other than England and we assume that no foreign law affects the opinion stated in paragraph 4 (Opinion).


6.3
We express no opinion as to any agreement, instrument or other document other than as specified in this letter. For the purposes of giving the opinion in paragraph 4 (Opinion), we have only examined and relied on those documents set out in paragraph 2 (Documents) and made those searches and enquiries set out in paragraph 3 (Searches), respectively. We have made no further enquiries concerning the Company or any other matter in connection with the giving of the opinion in paragraph 4 (Opinion).


6.4
No opinion is expressed with respect to taxation in the United Kingdom or otherwise in this letter.


6.5
We have not been responsible for investigating or verifying the accuracy of the facts or the reasonableness of any statement of opinion or intention, contained in or relevant to any document referred to in this letter, or that no material facts have been omitted therefrom.


Page Six

6.6
The opinion given in this letter is given on the basis of each of the assumptions set out in paragraph 5 (Assumptions) and is subject to each of the reservations set out in paragraph 7 (Reservations) to this letter. The opinion given in this letter is strictly limited to the matters stated in paragraph 4 (Opinion) and does not extend, and should not be read as extending, by implication or otherwise, to any other matters.


6.7
This letter only applies to those facts and circumstances which exist as at today’s date and we assume no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances which may subsequently come to our attention, any changes in laws which may occur after today, or to inform the addressee of any change in circumstances happening after the date of this letter which would alter the opinion given in this letter.


6.8
We have not been responsible for investigation or verification of statements of fact (including statements as to foreign law) or to the reasonableness of any statements of opinion in the Registration Statement, or that no material facts have been omitted therefrom.


6.9
This letter is given by Cooley (UK) LLP and no partner or employee assumes any personal responsibility for it nor shall owe any duty of care in respect of it.


6.10
This letter, the opinion given in it, and any non-contractual obligations arising out of or in connection with this letter and/or the opinion given in it, are governed by and shall be construed in accordance with English law as at the date of this letter.

7.
RESERVATIONS

7.1
The Companies House Search described at paragraph 3.1 (Searches) is not capable of revealing conclusively whether or not:


(a)
a winding-up order has been made or a resolution passed for the winding-up of a company;


(b)
an administration order has been made; or


(c)
a receiver, administrative receiver, administrator or liquidator has been appointed,

since notice of these matters may not be filed with the Registrar of Companies in England and Wales immediately and, when filed, may not be entered on the public database or recorded on the public microfiches of the relevant company immediately.

In addition, such a company search is not capable of revealing, prior to the making of the relevant order, whether or not a winding-up petition or a petition for an administration order has been presented.


7.2
The Central Registry Enquiry described at paragraph 3.2 (Searches) relates only to a compulsory winding-up and is not capable of revealing conclusively whether or not a winding-up petition in respect of a compulsory winding-up has been presented, since details of the petition may not have been entered on the records of the Central Registry immediately or, in the case of a petition presented to a District Registry and/or County Court in England and Wales, may not have been notified to the Central Registry and entered on such records at all, and the response to an enquiry only relates to the period since approximately 2016 for petitions presented in London and since approximately 2019 for petitions presented to a District Registry and/or County Court in England and Wales. We have not made enquiries of any District Registry or County Court in England and Wales.


7.3
The opinion set out in this letter is subject to: (i) any limitations arising from applicable laws relating to insolvency, bankruptcy, administration, reorganisation, liquidation, moratoria, schemes or analogous circumstances; and (ii) an English court exercising its discretion under section 426 of the Insolvency Act (co-operation between courts exercising jurisdiction in relation to insolvency) to assist the courts having the corresponding jurisdiction in any part of the United Kingdom or any relevant country or territory.


Page Seven

7.4
We express no opinion as to matters of fact.


7.5
We have made no enquiries of any individual connected with the Company.


7.6
We express no opinion on the compliance of the 2021 Plan, or the compliance of any award made under the 2021 Plan, with the rules or regulations of the Nasdaq Global Select Market or the rules or regulations of any other securities exchange that are applicable to the Company.


7.7
A certificate, documentation, notification, opinion or the like might be held by the English courts not to be conclusive if it can be shown to have an unreasonable or arbitrary basis or in the event of a manifest error.


7.8
We express no opinion in relation to the legality, enforceability or validity of the 2021 Plan or any award agreement entered into pursuant to the 2021 Plan. In particular, but without prejudice to the generality of the foregoing, we have assumed that the Shares to be allotted under the 2021 Plan, as applicable, or any such award agreement will be paid up in full (as to their nominal value and any premium) in cash (within the meaning of section 583(1) of the Companies Act) and we express no opinion as to whether any consideration other than “cash consideration” (as such term is defined in section 583(3) of the Companies Act) which might be paid, or purport to be paid, for the Shares would result in such Shares being validly issued, fully paid and not subject to any call for payment of further capital.


7.9
If (a) the Company or a person to whom the Shares are to be allotted and issued (a “Relevant Person”) is the target of economic or financial sanctions or other restrictive measures imposed in any jurisdiction (“Sanctions”) or is owned or controlled (directly or indirectly) by or is acting on behalf of or at the direction of or is otherwise connected with a person who is a target of Sanctions or (b) a Relevant Person is incorporated or resident in or operating from a country or territory that is a target of Sanctions or (c) the rights or obligations of a Relevant Person is otherwise affected by Sanctions, then the rights and obligations of such Relevant Person under the 2021 Plan may be void and/or unenforceable.


7.10
We express no opinion in this letter on the application or potential application of the National Security and Investment Act 2021 in relation to the 2021 Plan or any transaction contemplated thereby.

8.
DISCLOSURE AND RELIANCE


8.1
This letter is addressed to you solely for your benefit in connection with the Registration Statement. We consent to the filing of this letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under section 7 of the Securities Act or the rules and regulations promulgated thereunder.


8.2
This letter may not be relied upon by you for any other purpose, or furnished to, assigned to, quoted to, or relied upon by any other person, firm or other entity for any purpose, other than for the purpose set out in above in paragraph 8.1, without our prior written consent, which may be granted or withheld at our sole discretion.

Yours faithfully

/s/ Cooley (UK) LLP

Cooley (UK) LLP



Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated February 28, 2024, with respect to the consolidated financial statements of Immunocore Holdings Plc incorporated herein by reference.
/s/ KPMG LLP

London, United Kingdom
March 20, 2024




Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 28, 2024 relating to the financial statements of Immunocore Holdings plc and the effectiveness of Immunocore Holdings plc’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Immunocore Holdings plc for the year ended December 31, 2023.
/s/ DELOITTE LLP
Cambridge, United Kingdom
March 20, 2024

Exhibit 107
 
 
Calculation of Filing Fee Tables
 

Form S-8
 
(Form Type)

Immunocore Holdings plc
 
(Exact Name of Registrant as Specified in its Charter)
 

 
Table 1: Newly Registered Securities
 

Security Type
Security Class Title
Fee Calculation Rule
Amount Registered
Proposed Maximum Offering Price Per Unit
Maximum Aggregate Offering Price
Fee Rate
Amount of Registration Fee
Equity
Ordinary
shares,
nominal
value
£0.002 per
share (1)
Rule 457(c) and Rule 457(h)
2,400,549 (2)
$60.28 (3)
$144,705,093.72
$147.60 per $1,000,000
$21,358.48
Total Offering Amounts
  $144,705,093.72
 
$21,358.48
Total Fee Offsets
     
Net Fee Due
     
$21,358.48

 
(1)
These ordinary shares may be represented by American Depositary Shares (“ADSs”) of Immunocore Holdings plc (the “Registrant”), each of which represents one ordinary share, nominal value £0.002 per share, of the Registrant. ADSs issuable upon deposit of the ordinary shares registered hereby have been registered pursuant to a separate Registration Statement on Form F-6 (File No. 333-252487).
 
(2)
Represents ordinary shares of the Registrant that became available for issuance under the Immunocore Holdings plc 2021 Equity Incentive Plan, with Non-Employee Sub-Plan (the “2021 Plan”), effective as of January 1, 2024, pursuant to the evergreen increase provision of the 2021 Plan. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares of the Registrant which become issuable under the 2021 Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding ordinary shares.
 
(3)
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s ADSs as reported on Nasdaq Global Select Market on March 15, 2024.