TIDMTILS
RNS Number : 2479J
Tiziana Life Sciences PLC
20 August 2021
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 (AMMENT) (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.
Tiziana Life Sciences plc files scheme of arrangement to effect
a corporate reorganisation and, if approved, the delisting of its
ordinary shares in London and the direct listing of common shares
in the new parent company of the Tiziana group on NASDAQ
London/New York, August 20, 2021 - 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.
For further information please contact:
Keeren Shah, Finance Director on +44 (0) 207 495 2379 or email
info@tizianalifesciences.com
About Tiziana Life Sciences
Tiziana 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCEAAPNFSDFEAA
(END) Dow Jones Newswires
August 20, 2021 02:00 ET (06:00 GMT)
Tiziana Life Sciences (LSE:TILS)
Historical Stock Chart
From May 2024 to Jun 2024
Tiziana Life Sciences (LSE:TILS)
Historical Stock Chart
From Jun 2023 to Jun 2024