Tiziana Life Sciences plc (Nasdaq: TLSA / LSE: TILS) ("
Old
Tiziana") a biotechnology company focused on innovative
therapeutics for oncology, inflammation, and infectious diseases
today announces that it has formally commenced its strategic plan
to change its corporate structure by establishing Tiziana Life
Sciences Ltd (“
New Tiziana”), a
Bermuda-incorporated company, as the ultimate parent company of the
of the Tiziana Group. The reorganisation will be achieved by a
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"
Scheme").
As set out below, upon implementation of the
Scheme, holders of ordinary shares in Old Tiziana ("Old
Tiziana Shares") will receive shares in New Tiziana
("New Tiziana Shares") in exchange for their Old
Tiziana Shares (and Old Tiziana will become a wholly-owned
subsidiary of New Tiziana). It is proposed that the New Tiziana
Shares will be directly listed on NASDAQ following the Scheme
becoming effective. At the same time the Old Tiziana Shares will be
delisted from the standard segment of the official list of the
Financial Conduct Authority (“FCA”) and from
trading on the main market of the London Stock Exchange plc in
London and the ADSs (each representing two Old Tiziana Shares) will
cease trading on NASDAQ. Holders of Old Tiziana Shares and ADSs
will instead receive New Tiziana Shares which will only trade on
NASDAQ. Details of the Scheme and the required shareholder and
court convened meetings to approve it will be sent to shareholders
shortly.
Reasons for the
reorganisation
Following a review of the appropriate place(s)
of listing and domicile for the parent company of the Tiziana
Group, the board of directors of Old Tiziana (the
“Board”) has concluded that the interests of its
business and shareholders are best served by aligning the place of
the listing with the principal business activities of the Tiziana
Group, which are predominately based in the US. Therefore, the
Board intends to establish a direct listing on NASDAQ. Given this
intention, the Board concluded that England was not the most
appropriate domicile for the parent company of the Tiziana Group
because it is not possible to directly list shares of English
companies on NASDAQ. Therefore, if Old Tiziana remained the
parent company of the Tiziana Group, only ADSs in respect of Old
Tiziana Shares could be listed on NASDAQ. The Board believes that
listing shares on NASDAQ directly, as opposed to maintaining its
current listing of ADSs, will provide for greater analyst coverage,
liquidity and reduce costs for shareholders. Therefore, the Scheme
will establish a new Tiziana Group holding company, New Tiziana,
incorporated in Bermuda, with its tax residence in the United
Kingdom. Bermuda is a well-established jurisdiction for
companies traded on NASDAQ and New Tiziana Shares can be directly
listed on NASDAQ.
Overview of the Scheme
As explained above it is intended that this new
corporate structure will be implemented by means of a scheme of
arrangement under Part 26 of the Companies Act. The Scheme will be
conditional on a number of matters, including shareholder approvals
at a meeting to be convened by the Companies Court of England and
Wales ("Court Meeting") and a separate general
meeting of shareholders ("General Meeting").
Details of the reasons for the proposals, the
Scheme, the Court Meeting and General Meeting will be sent to
shareholders shortly.
The Scheme will require the approval of
shareholders at the Court Meeting and the General Meeting. If the
Scheme is approved by the requisite majorities at the Court Meeting
and the relevant resolutions are passed at the General Meeting (the
"Approvals"), an application will be made to the
Companies Court of England and Wales to sanction the Scheme.
If the Scheme is sanctioned by the Companies
Court, the Court order sanctioning the Scheme will be delivered to
the UK Registrar of Companies at which point the Scheme becomes
legally effective.
At the same time as the Scheme becomes effective
the Old Tiziana Shares will be delisted from the standard segment
of the official list of the FCA and from trading on the main market
of the London Stock Exchange plc in London. The Old Tiziana ADSs
will also cease trading on NASDAQ. Holders of all Old Tiziana
Shares and ADSs will instead receive New Tiziana Shares, which will
only trade on NASDAQ.
The impact of the Scheme for
shareholders
If the conditions are satisfied and the Scheme
is approved and becomes effective, and share capital consolidation
(as described below) is implemented, it will result in shareholders
of Old Tiziana holding shares in New Tiziana and in Old Tiziana
becoming a wholly-owned subsidiary of New Tiziana. Upon the Scheme
becoming effective and the share capital consolidation being
implemented, Old Tiziana shareholders at the Scheme record time
will receive, in exchange for their Old Tiziana Shares, New Tiziana
Shares on the following basis, subject to fractional interests, if
any:
for every two Old Tiziana Shares held one
New Tiziana Share
New Tiziana share
consolidation
As part of the Proposals, New Tiziana intends to
implement a share consolidation in respect of New Tiziana Shares
issued under the Scheme to ensure that the New Tiziana Shares trade
initially on NASDAQ at a price more readily comparable to its peers
(the “Share Capital Consolidation”). The ratio of
the Share Capital Consolidation will be two-for-one. It is intended
that the Share Capital Consolidation will be implemented
immediately after the Scheme becomes effective. Whilst the Share
Capital Consolidation will reduce the number of issued shares of
New Tiziana, shareholders will still own the same proportion of New
Tiziana immediately after the Scheme becomes effective as they did
of Old Tiziana immediately before the Scheme became effective,
subject to fractional interests, if any.
Fractional entitlements may arise as a result of
the Share Capital Consolidation if shareholders hold an odd number
of Old Tiziana shares. For example, as the ratio of the Share
Capital Consolidation is two-for-one, then an Old Tiziana
shareholder holding 51 New Tiziana shares immediately after the
Scheme becomes effective will, after implementation of the Share
Capital Consolidation, be entitled to 25 New Tiziana shares and a
one-half fractional entitlement to a New Tiziana share. Fractional
entitlements of New Tiziana shares shall not be issued and to the
extent Old Tiziana Shareholders are entitled to fractional New
Tiziana shares, those fractional entitlements will be aggregated by
New Tiziana’s transfer agent, Computershare, and sold as soon as
practicable after the Scheme effective date at the then prevailing
prices on the open market and the net proceeds of sale distributed
pro rata to the Old Tiziana shareholders entitled to
them.
Options, warrants and loan
notes
It is the Board’s intention that all outstanding
options and awards (“Options”) pursuant to The
Tiziana Life Sciences Plc 2014 Share Option Plan and The Tiziana
Life Sciences Plc 2016 Share Option Plan will continue on the same
basis, other than that they will ultimately deliver New Tiziana
Shares rather than Old Tiziana Shares. Old Tiziana will write to
the holders of all outstanding Options on or as soon as reasonably
practicable after the date on which the information circular is
posted setting out further details of the impact that the Scheme
will have in respect of their Options.
The Scheme will affect the holders of
outstanding warrants to subscribe for Old Tiziana Shares
(“Old Tiziana Warrants”) and loan notes
convertible into Old Tiziana Shares (“Old Tiziana Loan
Notes”). It is the Board’s intention that the Old Tiziana
Warrants and the Old Tiziana Loan Notes outstanding at the Scheme
effective date will be replaced with equivalent warrants and
equivalent loan notes, respectively, that relate to New Tiziana
Shares. Old Tiziana will write to the holders of all outstanding
Old Tiziana Warrants and Old Tiziana Loan Notes on or as soon as
reasonably practicable after the date on which the information
circular is posted setting out further details of the impact that
the Scheme will have in respect of their Old Tiziana Warrants and
Old Tiziana Loan Notes.
For the purposes of UK MAR, the person responsible
for arranging for the release of this announcement on behalf of
Tiziana is Dr Kunwar Shalubhai, Chief Executive Officer.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU
WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET ABUSE
(AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS
DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
For further information please
contact:
Keeren Shah, Finance Director on +44 (0) 207 495
2379 or email info@tizianalifesciences.com
About Tiziana Life
SciencesTiziana Life Sciences plc is a dual listed
(NASDAQ: TLSA & UK LSE: TILS) biotechnology company that
focuses on the discovery and development of novel molecules to
treat human diseases in oncology, inflammation and infectious
diseases. In addition to Milciclib, the Company will be shortly
initiating Phase 2 studies with orally administered Foralumab for
Crohn's Disease and nasally administered Foralumab for progressive
multiple sclerosis. Foralumab is the only fully human anti-CD3
monoclonal antibody ("mAb") in clinical development in the world.
This Phase 2 compound has potential application in a wide range of
autoimmune and inflammatory diseases, such as Crohn's Disease,
multiple sclerosis, type-1 diabetes ("T1D"), inflammatory bowel
disease ("IBD"), psoriasis and rheumatoid arthritis, where
modulation of a T-cell response is desirable. The Company is
accelerating development of anti-Interleukin 6 receptor ("IL6R")
mAb, a fully human monoclonal antibody for treatment of IL6-induced
inflammation, especially for treatment of COVID-19 patients.
Forward looking statements
This announcement may contain certain
forward-looking statements. These forward-looking statements
include all matters that are not historical facts. These
forward-looking statements involve risks and uncertainties that
could cause the actual results of operations, financial condition,
prospects and the development of the sector in which Old Tiziana
operates to differ materially from the impression created by these
forward-looking statements. Old Tiziana does not undertake any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Do not place undue reliance on forward-looking statements, which
speak only as of the date of this announcement.
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