TIDMTILS
RNS Number : 3580G
Tiziana Life Sciences PLC
16 March 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR
THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
Tiziana Announces Closing of Offering and Resulting Total Voting
Rights
London, New York 16 March 2020 - Tiziana Life Sciences plc
(Nasdaq: TLSA / AIM: TILS) (the "Company" or "Tiziana"), a U.S. and
U.K. biotechnology company that focuses on the discovery and
development of novel molecules to treat human disease in oncology
and immunology, today announces the closing of its underwritten
follow-on public offering (the "Offering") of American Depositary
Shares ("ADSs") on the NASDAQ Global Market. Tiziana issued
3,333,333 ADSs (representing 16,666,665 new ordinary shares of
nominal value GBP0.03 each in the capital of the Company ("Ordinary
Shares")) at a price to the public of $3.00 per ADS raising gross
proceeds of approximately $10 million (before deducting
underwriting discount, commissions and offering expenses). Each ADS
offered represents five (5) Ordinary Shares. In addition, Tiziana
has granted the underwriters a 45-day option to purchase up to an
additional 499,999 ADSs on the same terms and conditions (the
"Option"). All ADSs sold in the Offering were offered by the
Company. The number of Ordinary Shares represented by ADSs
comprised in the Offering (including by way of the exercise of the
Option) were within existing shareholder authorities.
ThinkEquity, a division of Fordham Financial Management, Inc.,
acted as the sole book-running manager for the Offering.
Tiziana intends to use the net proceeds received from this
Offering (i) to advance the clinical development of Foralumab, (ii)
to expedite clinical development of TZLS-501 for coronavirus
COVID-19, and (iii) for working capital and other general corporate
purposes.
Tiziana's Ordinary Shares are admitted to trading on AIM, a
market of the London Stock Exchange plc ("AIM"), under the symbol
"TILS". The ADSs are listed for trading on the Nasdaq Global Market
under the symbol "TLSA".
This Offering was being made pursuant to a registration
statement on Form F-3, as amended (File No. 333-236013), previously
filed with the U.S. Securities and Exchange Commission (the "SEC"),
which became effective on February 6, 2020.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. A preliminary
prospectus supplement and accompanying base prospectus relating to
this offering have been filed with the SEC and are available at the
SEC's website at http://www.sec.gov. Before investing in Tiziana's
securities, you should read the preliminary prospectus supplement
and the accompanying base prospectus and the documents incorporated
by reference therein for information about Tiziana and this
Offering. A final prospectus supplement related to the Offering
will also be filed with the SEC.
Copies of the final prospectus supplement and accompanying
prospectus relating to the offering may be obtained from
ThinkEquity, a division of Fordham Financial Management, Inc., 17
State Street, 22nd Floor, New York, New York 10004, by telephone at
(877) 436-3673, by email at prospectus@think-equity.com. Electronic
copies of the final prospectus supplement and accompanying
prospectus will also be available on the SEC's website at
http://www.sec.gov.
Total Voting Rights
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 and that following the issue of the
Ordinary Shares to be issued in the Offering (excluding any to be
issued pursuant to the Option), the total number of Ordinary Shares
in issue is 153,321,181. There are no Ordinary Shares held in
treasury. Each Ordinary Share entitles the holder to a single vote
at general meetings of the Company.
The figure of 153,321,181 Ordinary Shares 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 Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
Admission of the Ordinary Shares to be issued in the Offering
(excluding any to be issued pursuant to the Option) is expected to
occur on 17 March 2020.
The person who arranged for the release of this announcement on
behalf of the Company was Tiziano Lazzaretti, Chief Financial
Officer of Tiziana.
About Tiziana Life Sciences plc
Tiziana Life Sciences is a UK biotechnology company that focuses
on the discovery and development of novel molecules to treat human
disease in oncology and immunology. We believe Foralumab is the
only fully human anti-CD3 mAb in clinical development in the world.
This compound has potential application in a wide range of
autoimmune and inflammatory diseases, such as NASH, primary biliary
cholangitis (PBS), ulcerative colitis, MS, type-1 diabetes (T1D),
inflammatory bowel disease (IBD), psoriasis and rheumatoid
arthritis, where modulation of a T-cell response is desirable.
For readers in the European Economic Area
In any member state in the European Economic Area (each, a
"Member State"), this announcement is only addressed to and
directed at qualified investors in that Member State within the
meaning of the Prospectus Regulation. The term "Prospectus
Regulation" means Regulation (EU) 2017/1129.
For readers in the United Kingdom
This announcement, in so far as it constitutes an invitation or
inducement to enter into investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000, as
amended) in connection with the securities which are the subject of
the Offering described in this announcement or otherwise, is being
directed only at (i) persons who are outside the United Kingdom or
(ii) persons who have professional experience in matters relating
to investments who fall within Article 19(5) ("Investment
professionals") of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (iii)
certain high value persons and entities who fall within Article
49(2)(a) to (d) ("High net worth companies, unincorporated
associations etc.") of the Order; or (iv) any other person to whom
it may lawfully be communicated (all such persons in (i) to (iv)
together being referred to as "relevant persons"). The ADSs offered
in the Offering are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such ADSs
will be engaged in only with relevant persons. Any person who is
not a relevant person should not act or rely on this announcement
or any of its contents.
For distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the ADSs offered in the Offering have been subject to a product
approval process, which has determined that the ADSs offered in the
Offering are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the ADSs offered in the
Offering may decline and investors could lose all or part of their
investment; the ADSs offered in the Offering offer no guaranteed
income and no capital protection; and an investment in the ADSs
offered in the Offering is compatible only with investors who do
not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Offering.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, ThinkEquity will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to, the ADSs offered in
the Offering.
ThinkEquity, a division of Fordham Financial Management, Inc.,
is responsible for undertaking its own Target Market Assessment in
respect of the ADSs offered in the Offering and determining
appropriate distribution channels.
Forward-Looking Statements
Certain statements made in this announcement are forward-looking
statements including with respect to the creation of a trading
market for ADSs representing the Ordinary Shares in the United
States and the intended use of proceeds from the Offering. These
forward-looking statements are not historical facts but rather are
based on the Company's current expectations, estimates, and
projections about its industry; its beliefs; and assumptions. Words
such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,'
'seeks,' 'estimates,' and similar expressions are intended to
identify forward-looking statements and include statements
regarding the anticipated use of proceeds and the anticipated
closing. These statements are not guarantees of future performance
and are subject to known and unknown risks, uncertainties, and
other factors, some of which are beyond the Company's control, are
difficult to predict, and could cause actual results to differ
materially from those expressed or forecasted in the
forward-looking statements including market conditions, whether the
proposed offering is completed and the satisfaction of customary
closing conditions related to the proposed offering. The Company
cautions security holders and prospective security holders not to
place undue reliance on these forward-looking statements, which
reflect the view of the Company only as of the date of this
announcement. The forward-looking statements made in this
announcement relate only to events as of the date on which the
statements are made. The Company will not undertake any obligation
to release publicly any revisions or updates to these
forward-looking statements to reflect events, circumstances, or
unanticipated events occurring after the date of this announcement
except as required by law or by any appropriate regulatory
authority.
END
For further enquiries:
Tiziana Life Sciences plc
Gabriele Cerrone, Chairman and founder +44 (0)20 7493 2379
ThinkEquity, a division of Fordham Financial
Management, Inc.
Ramnarain Jaigobind / Priyanka Mahajan +001 (877) 436-3673
Cairn Financial Advisers LLP (Nominated adviser)
Liam Murray / Jo Turner +44 (0)20 7213 0883
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END
MSCBRGDXIBBDGGL
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March 16, 2020 13:21 ET (17:21 GMT)
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