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REGISTERED NUMBER: 13548013 (England and Wales)













FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

ABCELLERA UK LTD

PREVIOUSLY KNOWN AS
ABCELLERA BIOLOGICS UK LTD

ABCELLERA UK LTD (REGISTERED NUMBER: 13548013)
PREVIOUSLY KNOWN AS ABCELLERA BIOLOGICS UK LTD






CONTENTS OF THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2023




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


ABCELLERA UK LTD
PREVIOUSLY KNOWN AS ABCELLERA BIOLOGICS UK LTD

COMPANY INFORMATION
for the Year Ended 31 December 2023







DIRECTORS: Dr C Hansen
V Lecault
A J S Booth
T Stimart





SECRETARY: T Stimart





REGISTERED OFFICE: 10 John Street
London
WC1N 2EB





REGISTERED NUMBER: 13548013 (England and Wales)





AUDITORS: Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

ABCELLERA UK LTD (REGISTERED NUMBER: 13548013)
PREVIOUSLY KNOWN AS ABCELLERA BIOLOGICS UK LTD

BALANCE SHEET
31 December 2023

31.12.23 31.12.22
Notes $    $    $    $   
FIXED ASSETS
Tangible assets 4 - 1,098,443

CURRENT ASSETS
Debtors 5 2,882,677 677,805
Cash at bank 529,327 505,376
3,412,004 1,183,181
CREDITORS
Amounts falling due within one year 6 10,914,938 5,628,384
NET CURRENT LIABILITIES (7,502,934 ) (4,445,203 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(7,502,934

)

(3,346,760

)

CREDITORS
Amounts falling due after more than one
year

7

-

151,313
NET LIABILITIES (7,502,934 ) (3,498,073 )

RESERVES
Other reserves 491,775 190,039
Retained earnings (7,994,709 ) (3,688,112 )
SHAREHOLDERS' FUNDS (7,502,934 ) (3,498,073 )

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 July 2024 and were signed on its behalf by:





A J S Booth - Director


ABCELLERA UK LTD (REGISTERED NUMBER: 13548013)
PREVIOUSLY KNOWN AS ABCELLERA BIOLOGICS UK LTD

NOTES TO THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

AbCellera UK Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The company's UK trading address is Suite 1, Building 300 (Emmanuel Building), Chesterford Research Park, Little Chesterford, CB10 1XL.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The accounts have been prepared on an alternate basis in light of the fact that the directors intend to close down the company. The directors consider it unlikely that the company will continue beyond 12 months and 1 day from the signing of the audit report and therefore the going concern basis is not appropriate. The accounts have therefore been produced on an alternate basis. As a result of preparing on the alternate basis, fixed assets have been moved to current assets. The basis does not give rise to any other material changes compared with the going concern basis.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Tangible fixed assets
Tangible fixed assets are initially measured at cost.

Assets are held at cost less depreciation and impairment.

Improvements to property: Over the life of the lease.
Plant and machinery etc.: 3-7 years straight line.

Various assets within improvements to property and plant and machinery were fully depreciated this year due to the laboratory closure in November 2023.

Financial instruments
Basic Financial Instruments, as covered by Section 11 of FRS 102, are measured at amortised cost. The company does not have any Other Financial Instruments, as covered by Section 12 of FRS 102.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


ABCELLERA UK LTD (REGISTERED NUMBER: 13548013)
PREVIOUSLY KNOWN AS ABCELLERA BIOLOGICS UK LTD

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into USD at the rates of exchange ruling at the balance sheet. Transactions in foreign currencies are translated into USD at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

The functional currency of the company is US Dollars ($) and the financial statements are presented in US Dollars ($).

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share based payments
Equity-settled share-based compensation benefits are provided to employees.

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for services.

The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using the Black Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is take of any other vesting conditions.

The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

The share based payment expense is recognised on a reasonable allocation of the group expense.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 7 (2022 - 4 ) .

ABCELLERA UK LTD (REGISTERED NUMBER: 13548013)
PREVIOUSLY KNOWN AS ABCELLERA BIOLOGICS UK LTD

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

4. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
$   
COST
At 1 January 2023 1,156,165
Additions 1,584,586
Disposals (4,998 )
Reclassification/transfer (2,735,753 )
At 31 December 2023 -
DEPRECIATION
At 1 January 2023 57,722
Charge for year 835,201
Eliminated on disposal (290 )
Reclassification/transfer (892,633 )
At 31 December 2023 -
NET BOOK VALUE
At 31 December 2023 -
At 31 December 2022 1,098,443

Tangible fixed assets with net book value of $1,843,120 at 31st December 2023 were reclassified to current assets (shown within 'Other debtors') in the period as a result of the financial statements being prepared under an alternate basis.

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
$    $   
Trade debtors 192,669 163,637
Amounts owed by group undertakings 351,577 -
Other debtors 2,338,431 514,168
2,882,677 677,805

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
$    $   
Trade creditors - 10,708
Amounts owed to group undertakings 9,771,395 4,654,141
Taxation and social security - 15,973
Other creditors & accruals 1,143,543 947,562
10,914,938 5,628,384

7. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
31.12.23 31.12.22
$    $   
Other creditors - 151,313

ABCELLERA UK LTD (REGISTERED NUMBER: 13548013)
PREVIOUSLY KNOWN AS ABCELLERA BIOLOGICS UK LTD

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

8. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
31.12.23 31.12.22
$    $   
Within one year 1,000,059 1,000,059
Between one and five years 5,000,294 4,000,235
In more than five years 1,916,779 3,916,897
7,917,132 8,917,191

After the year end the directors are in the process of re-assigning the lease.

9. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.23 31.12.22
value: $    $   
1 Ordinary £0.01 - -

10. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Amy Enslin (Senior Statutory Auditor)
for and on behalf of Oury Clark Chartered Accountants

We would like to draw your attention to the following statement contained within our audit report as included within the full financial statements:-
"Emphasis of matter
We draw attention to Note 2 in the financial statements where it states that the accounts have been produced on a basis other than going concern because the directors intend to close the company within 12 months and 1 day from the signing of the audit report. Our opinion is not modified in respect of this matter."

We would also like to draw your attention to the following statement contained within our audit report as included within the full financial statements:-
"Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed."

ABCELLERA UK LTD (REGISTERED NUMBER: 13548013)
PREVIOUSLY KNOWN AS ABCELLERA BIOLOGICS UK LTD

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2023

11. SHARE-BASED PAYMENT TRANSACTIONS

At the period end the company has equity settled share options with its employees. The equity offered is that of the parent company, AbCellera Biologics Inc.

There were share options granted during the year as well as restricted stock units (RSUs). Options under the Plan are generally exercisable when vested and subject to such terms, conditions, performance criteria, and restrictions as determined by the Board of Directors and set forth in the related option agreements.

The options are valued using the Black Scholes method of valuation and vest over four years.

The RSUs are valued at the fair market value when they vest.

There were no outstanding share options or RSUs at the beginning of the year. During the year 40,512 (2022:141,600) share options were granted at a weighted average exercise price of $9.81 (2022: $9.32). There were also 26,736 (2022: 93,096) RSUs granted in the same period.

During the year 53,684 (2022: 82,368) share options were forfeited as well as 27,186 (2022: 52,272) RSUs in the same period.

As at 31 December 2023, the number of share options that are exercisable and have fully vested, is 51,663 with a weighted average exercise price of $15.64. The number of RSUs that have fully vested is 12,402.

During the year, a share option expense was recognised of $301,736 (2022: $190,039). The total cumulative charge recognised to date is $491,775.

The share based payment expense is recognised on a reasonable allocation of the group expense.

The company will be liable to employer's national insurance contributions should the options be exercised in the future. The timing and value of this is currently not known.

12. ULTIMATE PARENT COMPANY

The ultimate parent undertaking is AbCellera Biologics Inc., a company incorporated in Canada, which owns 100% of AbCellera Biologics Limited. Copies of the consolidated financial statements of AbCellera Biologics Inc. are available from 2215 Yukon Street, Vancouver, BC V5Y 1L2, Canada.