Note 17 – Restructuring programs

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2024-2025 Restructuring program

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Reduction in workforce

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On November 13, 2024 the Company announced a restructuring plan that aims to prioritize its commercial sarcoma franchise and certain research and development programs. As part of this restructuring, the Company is executing against a plan to achieve an approximately 33% reduction in workforce. The majority of the reduction in workforce was completed during the first quarter of 2025.

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The redundancy process was initiated in the fourth quarter of 2024, with most employees leaving in the first quarter of 2025. Employees in certain roles will be retained during a transition period beyond the first quarter of 2025. Once the redundancy program is completed, it will result in a reduction of approximately 29% of global headcount.

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The redundancy packages to be paid to departing staff comprise a combination of contractual termination benefits, relating to payments that arise from terms of employment contracts and statutory redundancy pay, and one-time employee termination benefits that were provided or enhanced specifically for this redundancy process. Due to the structure of the redundancy scheme and the different employment regulations affecting the Company’s U.K. and U.S. employees, some of the expense associated with the one-time employee termination benefits was recognized over the remaining period of employee service to be rendered. Contractual termination benefits and other one-time employee termination benefits were expensed and recognized in the year ended December 31, 2024. All expenses have been recognized in Selling, general and administrative expenses in the Statement of Operations.

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The amounts expected to be incurred in relation to the redundancy program were as follows:

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The table below is a summary of the changes in the restructuring provision in the consolidated balance sheets in the year ended December 31, 2024:

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Impairment of long-lived assets classified as held and used

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Due to the headcount reduction and reprioritization of certain programs as part of the restructuring announced in November 2024, the Company identified indications of impairment relating to its UK facilities. The reduction in headcount is expected to mostly affect UK-based staff with a reduction in the number of programs being worked on in the UK; as such, it is no longer expected that the Company will fully utilize its UK facilities.

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The Company used a market approach to determine the fair value, based on the potential current market rentals that could be achieved for the asset groups and discounted using property yield rates for similar buildings. The fair value measurement for the UK facilities is a Level 2 measurement.

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The fair value of the asset group comprising the right-of-use and leasehold improvements assets relating to the UK manufacturing facility was determined to be lower than its carrying amount and an impairment loss was recognized. However, the fair value of the individual right-of-use asset for the building was determined to be in excess of its carrying amount; as such, the impairment loss of $10,401,000 was allocated solely to the leasehold improvement assets in the

asset group resulting in the leasehold improvement assets being written down to $3,900,000 with a reduction of $14,396,000 and $4,072,000 in cost and accumulated depreciation, respectively.

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The fair value of the asset group comprising the UK headquarters and laboratory space was determined to be in excess of its carrying amount, so no impairment loss was recognized.

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No impairment indicators were identified in relation to assets held by our US subsidiaries on the basis that the refocusing of activities will prioritize programs that are primarily based in the US and which are commercial and revenue-generating, specifically our TECELRA product, or closer to commercialization, such as our pre-commercial lete-cel product. In addition, the reduction in headcount in the US is less significant than the reduction in the UK.

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2022-3 Restructuring program

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On November 8, 2022, the Company announced that in order to extend the Company’s cash runway, it was re-focusing the business on core programs and deprioritizing non-core programs and undertaking a restructuring of the Company including a headcount reduction to be completed in the first quarter of 2023.

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The redundancy process was completed in the first quarter of 2023 with a reduction of approximately 25% of global headcount. The redundancy packages to be paid to departing staff comprise a combination of contractual termination benefits, relating to payments that arise from terms of employment contracts and statutory redundancy pay, and one-time employee termination benefits that were provided or enhanced specifically for this redundancy process. Due to the structure of the redundancy scheme and the different employment regulations affecting the Company’s U.K. and U.S. employees, some of the expense associated with the one-time employee termination benefits were recognized over the remaining period of employee service to be rendered. Contractual termination benefits and other one-time employee termination benefits were expensed and recognized in the year ended December 31, 2022. All expenses have been recognized in Selling, general and administrative expenses in the Statement of Operations.

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The amounts incurred in relation to the redundancy program were as follows:

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No impairment losses were recognised as a result of the restructuring.

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TCR² post-acquisition senior leadership severance

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Following the acquisition of TCR² Therapeutics Inc. in June 2023 (see Note 18), the Company made most of the former members of TCR²’s senior leadership team, comprising the executive officers and most vice presidents, redundant and paid severance packages. The redundancy packages are considered contractual termination benefits as they arise from terms of employment contracts including change-in-control ‘dual trigger’ provisions, and were comprised of severance and other payments and accelerated vesting of share option awards.

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The amounts incurred in relation to these redundancies in the year ended December 31, 2023, are as follows:

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The expense associated with the accelerated vesting of share-based compensation awards recognized in Research and development and Selling, general and administrative expenses in the Consolidated Statement of Operations was $0.2 million and $0.8 million, respectively.

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The table below is a summary of the changes in the liability in the Consolidated Balance Sheet in the year ended December 31, 2024:

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The amounts included in liabilities at December 31, 2023 and the cash paid during the period, include amounts relating to accrued payments to these employees for services provided prior to the acquisition of TCR² by the Company.