TIDMTILS
RNS Number : 0883O
Tiziana Life Sciences PLC
16 August 2017
Tiziana Life Sciences plc
("Tiziana" or the "Company")
Conversion of outstanding loan notes, amendment of warrant terms
and issue of equity
London, August 16, 2017 - Tiziana Life Sciences plc ("Tiziana",
AIM: TILS), a clinical stage biotechnology company developing
targeted drugs for cancer and autoimmune diseases, today announces
that further to the proposals announced on 12 July 2017, the
holders of the Company's Convertible Loan Note ("CLN Holders") and
the Company's Warrant Holders ("Warrant Holders") have passed the
resolutions that were put to them to convert all of the loan notes
and vary the terms of the warrants substantially prior to the
intended deadline for consent.
It was proposed that CLN Holders be offered an additional bonus
coupon of three years of interest at the relevant applicable rate
of return for agreeing to the immediate conversion of the CLNs into
ordinary shares. The CLN Holders have now agreed to the proposal
and the Company has issued 27,645,013 new ordinary shares to the
CLN Holders. All of the new shares are subject to a restriction on
disposal for a period of 12 months.
Application will be made to the London Stock Exchange to admit
the 27,645,013 new ordinary shares to trading on AIM. Admission of
the new ordinary shares is expected to occur on or around 21 August
2017. The new ordinary shares will rank pari passu with the
existing ordinary shares. Following the issue of shares detailed
above the so enlarged issued share capital of the Company will
comprise 123,827,938 ordinary shares of 3p each.
Furthermore, the Company proposed to vary the terms of the
warrants associated with the CLNs by extending the exercise period
of these warrants to 31 December 2021. The Warrant Holders have
agreed the proposal, including acceptance of the condition that the
ordinary shares they receive upon conversion of the warrants will
also be subject to a restriction not to dispose of the relevant
underlying shares for a period of 12 months following exercise of
the warrants.
Accordingly the full GBP12,969,219 (at par value) of the CLNs
have now been converted into ordinary shares (including accrued
interest), resulting in the issue of 27,645,013 new ordinary shares
in the Company. This conversion removes all debt from the Company's
capital structure and the new ordinary shares issued in connection
with the conversion of the CLNs represent 22.3% of the enlarged
share capital of the Company.
Gabriele Cerrone, Chairman of Tiziana Life Sciences,
commented:
"Now that we have moved into Phase II clinical trials we have
been focusing on increasing our exposure to both institutional
investors and other international trading markets. The successful
conversion of all of our convertible debt into equity was strongly
supported by our CLN holders reflecting their vote of confidence in
Tiziana's pipeline and business plan. I welcome them as
shareholders. The conversion of the CLNs simplifies our capital
structure, which will help our process in improving both the
liquidity and visibility in the trading of our shares."
The Company has granted options over a total of 10,149,403
ordinary shares of which 4,752,500 are vested at exercise prices
between 15p and GBP1.25p per share and 5,396,903 remain subject to
vesting conditions (at potential exercise prices ranging from 15p
to GBP1.925 per share). In addition warrants to subscribe for a
total of 4,239,579 ordinary shares at exercise prices between 50p
and GBP2.50 are outstanding.
Therefore the fully diluted issued share capital of the Company
is 138,216,920 ordinary shares (assuming all options and warrants,
vested and unvested, exercised and exercisable, were
converted).
In conformity with DTR 5.6.1 the Company notifies that as at the
date of this announcement, it has a single class of shares in issue
being ordinary shares of 3 pence each ("Ordinary Shares") and that
following the issue of the 27,645,013 ordinary shares referred to
above, the total number of Ordinary Shares in issue will be
123,827,938. There are no Ordinary Shares held in Treasury. Each
Ordinary Share entitles the holder to a single vote at general
meetings of the Company.
This figure (123,827,938) may be used by shareholders (and
others with notification obligations) as the denominator for the
calculations by which they will determine whether they are required
to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure and Transparency Rules.
Contacts
Tiziana Life Sciences plc
Gabriele Cerrone, Chairman and founder +44 (0)20 7493 2853
Cairn Financial Advisers LLP (Nominated adviser)
Liam Murray +44 (0)20 7213 0880
Beaufort Securities Limited (Broker)
Saif Janjua +44 (0)20 7382 8300
FTI Consulting
Simon Conway / Natalie Garland-Collins +44 (0)20 3727 1000
About Tiziana Life Sciences
Tiziana Life Sciences plc is a UK biotechnology company that
focuses on the discovery and development of novel molecules that
treat human disease in oncology and immunology. The Company is
focused on its lead compound milciclib. The Company is also in
clinical development of foralumab. Foralumab is the only fully
human engineered anti-human CD3 antibody in clinical development.
This phase II compound has potential application in a wide range of
autoimmune and inflammatory diseases, such as nonalcoholic
steatohepatitis (NASH), primary biliary cholangitis (PBS),
ulcerative colitis, multiple sclerosis, type-1 diabetes (T1D),
inflammatory bowel disease (IBD), psoriasis and rheumatoid
arthritis, where modulation of a T-cell response is desirable.
For more information go to
http://www.tizianalifesciences.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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