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United States securities and exchange commission logo





                            July 19, 2020

       Iain Ross
       Executive Chairman
       Silence Therapeutics plc
       72 Hammersmith Road
       London W14 8TH
       United Kingdom

                                                        Re: Silence
Therapeutics plc
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted June 22,
2020
                                                            CIK No. 0001479615

       Dear Mr. Ross:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form F-1

       Cover Page

   1.                                                   Please revise your
registration statement to indicate how the opening price for your ADSs
                                                        on Nasdaq will be
determined. Also, explain briefly here or in the Summary the reasons
                                                        for the registration.
       Prospectus Summary
       Overview, page 1

   2.                                                   We note statements in
the Summary and Business sections regarding the performance and
                                                        efficacy of your
product candidates. For example, we note statements that your product
 Iain Ross
FirstName  LastNameIain
Silence Therapeutics plc Ross
Comapany
July       NameSilence Therapeutics plc
     19, 2020
July 19,
Page  2 2020 Page 2
FirstName LastName
         candidates "silence" expression of certain genes, can be engineered to
suppress or "knock
         down" the expression of almost any gene in the human genome to which
siRNA can be
         delivered, have shown "promise" and "encouraging results" and similar
statements.
         Efficacy is a determination that is solely within the authority of the
FDA or similar foreign
         regulators. Accordingly, please revise the first paragraph of the
Summary to clarify that
         you have not conducted clinical development efforts to date and revise
all performance
         claims so that the basis for each statement is clear and you avoid
suggestion that your
         candidate has demonstrated efficacy.
3.       We note your disclosure on page 3 that you are responsible for
discovery and preclinical
         activities and for executing the development program of each asset in
your C3 targeted
         program until the end of Phase 1 clinical trials, after which
Mallinckrodt will assume
         clinical development and responsibility for global commercialization.
Please revise your
         pipeline table on page 2 to clarify briefly your rights and
responsibilities under the
         partnered arrangement.
4.       Please explain the basis for the statement that you have built a
"recognized platform-to-
         product company."
Implications of Being an Emerging Growth Company and a Foreign Private Issuer,
page 5

5.       Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
An active trading market for our ADSs may not develop..., page 30

6.       We note your cover page disclosure explaining that the registered
holders of ordinary
         shares are expected to be able to deposit such ordinary shares with
the depositary in
         exchange for ADSs. Please tell us whether there is a risk that an
active market will not
         develop because a sufficient number of registered shares will not be
immediately
         exchanged for ADSs.
Our Strengths, page 64

7.       We note your statement that RNAi therapeutics may have expedited
development
         pathways from the time the choice of a target is made to the
initiation of clinical trials,
         compared to alternatives such as small molecules. Please revise to
explain the basis for
         this statement.
Business
Preclinical Data, page 70

8.       We refer to the graphics on pages 70 and 71. Please enlarge these
graphics and revise the
         accompanying discussions to explain the graphics and results.
 Iain Ross
FirstName  LastNameIain
Silence Therapeutics plc Ross
Comapany
July       NameSilence Therapeutics plc
     19, 2020
July 19,
Page  3 2020 Page 3
FirstName LastName

9.       Please revise to disclose the results from the nonclinical safety and
pharmacokinetic
         evaluations referenced on page 69.
Preclinical Data, page 70

10.      Please revise to disclose what "clinically relevant" means. To the
extent that your pre-
         clinical data is not statistically significant for this product
candidate, please indicate here
         and revise your Summary discussion, as appropriate.
Orphan Drug Designation, page 77

11.      We note your disclosure that a priority review voucher, which is
awarded upon NDA
         approval to the sponsor of a designated RPD can be sold or transferred
to another entity
         and used by the holder to receive priority review for a future NDA or
BLA submission,
         and reduces the FDA review time of such future submission from ten to
six months.
         Please revise your disclosure to clarify that priority review does not
provide a guarantee
         that the FDA will review an application within six months.
Intellectual Property, page 87

12.      Please revise to disclose the type of patent protection that you have,
composition of
         matter, use or process, and what WO means in PCT/WO.
Material Agreements, page 88

13.      With regard to the potential milestone payments under the Mallinckrodt
Collaboration
         Agreement, we believe additional disclosure would improve information
regarding the
         nature, amount, timing, and uncertainty of revenue and cash flows
arising from these
         events. Refer to IFRS 15 paragraph 110 and provide disclosure that
further disaggregates
         the following amounts:
             the potential additional development and regulatory milestone
payments of up to
              $100 million for SLN500;
             the potential commercial milestone payments of up to $563 million
for SLN500; and
             should Mallinckrodt opt to license additional assets, the up to
$703 million in similar
              development, regulatory and commercial milestone payments per
asset.
         Given the differences in the nature, timing, and uncertainty between
development,
         regulatory and net trade sales milestones, we believe that separate
amounts should be
         provided for those categories.
14.      For both material agreements discussed in this section, please
disclose the duration of the
         agreement, the royalty term and the termination provisions.
Principal Shareholders, page 106

15.      Please revise your disclosure to identify the natural person or
persons who have voting
         and investment control of the shares held by Compagnie Odier SCA.
 Iain Ross
Silence Therapeutics plc
July 19, 2020
Page 4
Registered Holders, page 107

16.      Please revise to clarify how many ordinary shares are outstanding
presently and how
         many may be acquired within 60 days. Also, disclose how many ordinary
shares are held
         by non-registered holders of your ordinary shares.
Description of Share Capital and Articles of Association, page 108

17.      You state that as at May 29, 2020, there were options to purchase
5,130,133 ordinary
         shares outstanding with a weighted average exercise price of   1.34
per ordinary share.
         You state on page II-1 that through the same date, options to purchase
a total of 4,512,918
         ordinary shares are currently outstanding, at a weighted average
exercise price of   1.48
         per share. Please reconcile or revise as necessary.
18.      We note that you refer ADS holders, in part, to applicable English law
in this section
         and Delaware law and the laws of England and Wales on page 119. It is
not appropriate to
         qualify your disclosure by reference to information that is not
included in the filing or
         filed as an exhibit. Please revise accordingly.
2. Principal Accounting Policies, page F-7
2.5 Revenue Recognition, page F-9

19.      Please disclose the triggering event for receipt of the $2 million
milestone that
         was received in October 2019 as specified in paragraph 117 of IFRS 15.
General

20.      Please provide the information required by Regulation S-K, Item 502 or
advise.
       You may contact Jenn Do at (202) 551-3743 or Al Pavot at (202) 551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Ada Sarmento at (202) 551-3798 or Joe McCann at (202) 551-6262 with any other
questions.



FirstName LastNameIain Ross                                     Sincerely,
Comapany NameSilence Therapeutics plc
                                                                Division of
Corporation Finance
July 19, 2020 Page 4                                            Office of Life
Sciences
FirstName LastName
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