Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Exscientia plc

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

30223G102

(CUSIP Number)

SB Global Advisers Limited

Attn: Stephen Lam

69 Grosvenor St

Mayfair, London W1K 3JP

+44 0207 629 0431

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

April 1, 2023

(Date of Event Which Requires Filing of This Statement)

 

 

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

 

 

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

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 30223G102		13D		Page 1 of 11 pages

 

1		Names of Reporting Persons     SVF II Excel (DE) LLC
2		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)     OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power     0
				8		Shared Voting Power     18,977,218
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     18,977,218

11		Aggregate Amount Beneficially Owned by Each Reporting Person     18,977,218
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     15.4%
14		Type of Reporting Person     OO (Limited Liability Company)

 

CUSIP No. 30223G102		13D		Page 2 of 11 pages

 

1		Names of Reporting Persons     SVF II Investment Holdings (Subco) LLC
2		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)     OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power     0
				8		Shared Voting Power     18,977,218
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     18,977,218

11		Aggregate Amount Beneficially Owned by Each Reporting Person     18,977,218
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     15.4%
14		Type of Reporting Person     OO (Limited Liability Company)

 

CUSIP No. 30223G102		13D		Page 3 of 11 pages

 

1		Names of Reporting Persons     SB Global Advisers Limited
2		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)     OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     England and Wales

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power     0
				8		Shared Voting Power     18,977,218
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     18,977,218

11		Aggregate Amount Beneficially Owned by Each Reporting Person     18,977,218
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     15.4%
14		Type of Reporting Person     CO

 

CUSIP No. 30223G102		13D		Page 4 of 11 pages

 

1		Names of Reporting Persons     SoftBank Group Corp.
2		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)     OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Japan

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power     0
				8		Shared Voting Power     18,977,218
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     18,977,218

11		Aggregate Amount Beneficially Owned by Each Reporting Person     18,977,218
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     15.4%
14		Type of Reporting Person     CO

 

CUSIP No. 30223G102		13D		Page 5 of 11 pages

 

EXPLANATORY NOTE

This Amendment No. 1 amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the SEC) on October 15, 2021 (as amended to date, the Schedule 13D) with respect the ordinary shares, nominal value £0.0005 per share (the Ordinary Shares), of Exscientia plc, a corporation incorporated in England and Wales (the Issuer). Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.

 

Item 2.

Identity and Background.

Item 2 of the Schedule 13D is amended and restated in its entirety as follows:

The Schedule 13D is being filed by the following entities (each a Reporting Person and collectively, the Reporting Persons):

SVF II Excel (DE) LLC

SVF II Investment Holdings (Subco) LLC

SB Global Advisers Limited (SBGA)

SoftBank Group Corp. (SoftBank)

Each of SVF II Excel (DE) LLC and SVF II Investment Holdings (Subco) LLC is organized under the laws of the State of Delaware. SBGA is organized under the laws of England and Wales. SoftBank is organized under the laws of Japan.

The business address of each of SVF II Excel (DE) LLC and SVF II Investment Holdings (Subco) LLC is 251 Little Falls Drive, Wilmington, DE 19808. The business address of SBGA is 69 Grosvenor Street, Mayfair, London W1K 3JP, England, United Kingdom. The business address of SoftBank is 1-7-1, Kaigan, Minato-ku Tokyo 105-7537 Japan. Each of the Reporting Persons is principally engaged in the business of investments in securities.

The directors of SBGA and the directors and executive officers of SoftBank are set forth in Schedule A to this Schedule 13D (collectively, the Related Persons).

During the last five years, none of the Reporting Persons nor any Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

CUSIP No. 30223G102		13D		Page 6 of 11 pages

 

Internal Restructuring

As a result of an internal restructuring on April 1, 2023, SoftBank may be deemed to share beneficial ownership of the securities reported herein.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and restated in its entirety as follows:

(a) (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of Ordinary Shares and percentage of Ordinary Shares beneficially owned by each of the Reporting Persons, as well as the number of Ordinary Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 122,963,545 Ordinary Shares outstanding as of December 31, 2022, as disclosed in the Issuers Annual Report on Form 20-F filed with the SEC on March 23, 2023:

 

Reporting Person		Amount beneficially owned				Percent of class				Sole power to vote or to direct the vote				Shared power to vote or to direct the vote				Sole power to dispose or to direct the disposition				Shared power to dispose or to direct the disposition
SVF II Excel (DE) LLC			18,977,218				15.4	%			0				18,977,218				0				18,977,218
SVF II Investment Holdings (Subco) LLC			18,977,218				15.4	%			0				18,977,218				0				18,977,218
SB Global Advisers Limited			18,977,218				15.4	%			0				18,977,218				0				18,977,218
SoftBank Group Corp.			18,977,218				15.4	%			0				18,977,218				0				18,977,218

SVF II Excel (DE) LLC is the record holder of 13,295,400 Ordinary Shares and 5,681,818 Ordinary Shares represented by 5,681,818 ADS.

SoftBank, which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SBGA, which has been appointed as manager and is exclusively responsible for making all final decisions related to the acquisition, structuring, financing and disposal of SVF II Investment Holdings (Subco) LLCs investments, including as held by SVF II Excel (DE) LLC. SVF II Investment Holdings (Subco) LLC is the sole member of SVF II Excel (DE) LLC. As a result of these relationships, each of the foregoing entities may be deemed to share beneficial ownership of the securities reported herein.

(c) During the past 60 days, none of the Reporting Persons or the Related Persons have effected any transactions in the Ordinary Shares.

(d) None.

CUSIP No. 30223G102		13D		Page 7 of 11 pages

 

(e)	Not applicable.

 

Item 7.

Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is amended and supplemented as follows:

 

Exhibit Number		Description
1		Joint Filing Agreement.

CUSIP No. 30223G102		13D		Page 8 of 11 pages

 

SIGNATURES

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

Date: April 11, 2023

 

CUSIP No. 30223G102		13D		Page 9 of 11 pages

 

Schedule A

Set forth below is a list of each executive officer and director of SB Global Advisers Limited and SoftBank Group Corp., including the name, citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each individual.

SB GLOBAL ADVISERS LIMITED

 

Name and Citizenship		Present Principal Occupation (principal business of employer)		Business Address
Alex Clavel, a citizen of the United States		Board Director and Executive Committee member of SB Global Advisers Limited and Board Director of SoftBank Group Capital Limited and Board Director, Chief Executive Officer and President of SB Group US, Inc.		69 Grosvenor Street, London, United Kingdom W1K 3JP   430 Park Avenue, 16th Floor New York, NY 10022, United States
Yoshimitsu Goto, a citizen of Japan		Board Director of SB Global Advisers Limited and Board Director, Corporate Officer, Senior Vice President, CFO, CISO & CSusO of SoftBank Group Corp.		69 Grosvenor Street, London, United Kingdom W1K 3JP   SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan
Navneet Govil, a citizen of the United States		Board Director and Executive Committee Member of SB Global Advisers Limited, Board Director of SB Global Advisers (US) Inc., and CFO of the SoftBank Investment Advisers Group		69 Grosvenor Street, London, United Kingdom W1K 3JP   1 Circle Star Way, San Carlos, California 94070, United States
Timothy A. Mackey, a citizen of New Zealand		Board Director of SB Global Advisers Limited and Corporate Officer, CLO & GCO of SoftBank Group Corp.		69 Grosvenor Street, London, United Kingdom W1K 3JP   SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan
Gyu Hak Moon, a citizen of South Korea		Board Director and Executive Committee member of SB Global Advisers Limited		69 Grosvenor Street, London, United Kingdom W1K 3JP   138 Market Street, #27-01A, CapitaGreen Building, Singapore 048946

CUSIP No. 30223G102		13D		Page 10 of 11 pages

 

SOFTBANK GROUP CORP.

 

Name and Citizenship		Present Principal Occupation (principal business of employer)		Business Address
Masayoshi Son*, a citizen of Japan		Representative Director, Corporate Officer, Chairman & CEO of SoftBank Group Corp.		SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan
Yoshimitsu Goto*, a citizen of Japan		Board Director, Corporate Officer, Senior Vice President, CFO, CISO & CSusO of SoftBank Group Corp.		SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan
Ken Miyauchi*, a citizen of Japan		Board Director of SoftBank Group Corp.; Director & Chairman, SoftBank Corp.		SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan
Kentaro Kawabe*, a citizen of Japan		Board Director of SoftBank Group Corp.; Chairperson and Representative Director, Z Holdings Corporation; Executive Director, ZOZO, Inc.; Board Director, SoftBank Corp.		SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan
Keiko Erikawa*, a citizen of Japan		External Board Director, Independent Officer of SoftBank Group Corp.; Chairman Emeritus (Director), KOEI TECMO GAMES CO., LTD; Board Director, KOEI TECMO EUROPE LIMITED; Chairman (Representative Director), KOEI TECMO HOLDINGS CO., LTD.; Director, Foundation for the Fusion Of Science and Technology		SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan
David Chao*, a citizen of Japan		External Board Director, Independent Officer of SoftBank Group Corp.; Co-Founder and General Partner, DCM Ventures		SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan
Masami Iijima*, a citizen of Japan		External Board Director, Independent Officer of SoftBank Group Corp.; Director, Ricoh Company, Ltd.; Director, Isetan Mitsukoshi Holdings Ltd.; Counsellor, Bank of Japan; Counselor, MITSUI & CO., LTD.; Director, Takeda Pharmaceutical Company Limited		SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan   MITSUI & CO., LTD. 2-1, Otemachi 1-chome, Chiyoda-ku, Tokyo 100-8631 Japan
Yutaka Matsuo*, a citizen of Japan		External Board Director, Independent Officer of SoftBank Group Corp. and Professor, Graduate School of Engineering at the University of Tokyo		SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan
Kenneth A. Siegel*, a citizen of the United States of America		External Board Director of SoftBank Group Corp.; Board Director, Member of Executive Committee, Morrison & Foerster LLP		SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan   Shin-Marunouchi Building, 29th Floor 5-1, Marunouchi 1-Chome Chiyoda-ku, Tokyo, Japan 100-6529

CUSIP No. 30223G102		13D		Page 11 of 11 pages

 

Soichiro Uno**, a citizen of Japan		External Audit & Supervisory Board Member of SoftBank Group Corp.; Partner at Nagashima Ohno & Tsunematsu; Director at Dream Incubator Inc.; and Director at TERUMO CORPORATION		SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan
Yuji Nakata**, a citizen of Japan		External Audit & Supervisory Board Member of SoftBank Group Corp.		SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan
Maurice Atsushi Toyama**, a citizen of the United States of America		External Audit & Supervisory Board Member of SoftBank Group Corp.		SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan
Keiichi Otsuka**, a citizen of Japan		External Audit & Supervisory Board Member of SoftBank Group Corp.; Director, Shizuoka Bank (Europe) S.A.; Representative of Otsuka CPA Office; Audit & Supervisory Board Member, TBK Co., Ltd.		SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan
Kazuko Kimiwada, a citizen of Japan		Corporate Officer, Senior Vice President of SoftBank Group Corp.		SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan
Timothy A. Mackey, a citizen of New Zealand		Corporate Officer, CLO & GCO of SoftBank Group Corp.		SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan
Seiichi Morooka, a citizen of Japan		Corporate Officer of SoftBank Group Corp.		SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan

 

*

Director

**	Corporate Auditor