TIDMTILS
RNS Number : 1236N
Tiziana Life Sciences PLC
27 September 2021
kNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
27 September 2021
RESULTS OF COURT MEETING AND GENERAL MEETING
On 20 August 2021, Tiziana Life Sciences Plc ("Old Tiziana")
announced 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, to be
effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
The board of directors of Old Tiziana (the "Board") is pleased
to announce that at the Court Meeting and the General Meeting held
earlier today in connection with the Scheme:
-- a majority in number of the Scheme Shareholders who voted
(either in person or by proxy), representing not less than 75 per
cent. in value of the Scheme Shares held by the Scheme Shareholders
approved the Scheme at the Court Meeting; and
-- the requisite majority of Old Tiziana Shareholders voted to
pass the Special Resolutions and the Ordinary Resolution proposed
at the General Meeting.
Details of the resolutions passed are set out in the notices of
the Court Meeting and the General Meeting contained in Parts VIII
and IX (respectively) of the scheme document published and posted
to Old Tiziana shareholders on 3 September 2021 (the "Scheme
Document"). Full details of the Scheme are set out in the Scheme
Document.
The total number of ordinary shares in Old Tiziana in issue at
the Voting Record Time (being 6.00 p.m. on 23 September 2021) was
194,612,289 ordinary shares of 3 pence each. As at the Voting
Record Time, Tiziana did not hold any Old Tiziana shares in
treasury.
A summary of the voting results in relation to the Court Meeting
and the General Meeting is set out below.
Voting Results of the Court Meeting
At the Court Meeting convened in accordance with an order of the
Court dated 26 August 2021, a majority in number of the Scheme
Shareholders who voted (either in person or by proxy) and who
together represented 99.11 per cent. in value of the Scheme Shares
held by those Scheme Shareholders, voted by way of poll in favour
of the resolution to approve the Scheme. Each Scheme Shareholder,
present in person or by proxy, was entitled to one vote for each
Scheme Share held at the Voting Record Time.
Accordingly, the resolution to approve the Scheme was duly
passed. Details of the votes cast by Scheme Shareholders were as
follows:
Results No. of % of Scheme No. of Scheme % of Scheme Number of
of the Scheme Shares Shareholders Shareholders Scheme Shares
Court Shares voted who voted who voted voted as
Meeting voted a % of all
Scheme Shares
in issue
FOR 109,709,962 99.11% 24 3.27% 56.37%
------------ ------------ -------------- -------------- ---------------
AGAINST 984,221 0.89% 8 1.09% 0.51%
------------ ------------ -------------- -------------- ---------------
TOTAL 110,694,183 100% 32 4.36% 56.88%
------------ ------------ -------------- -------------- ---------------
Voting Results of the General Meeting
At the General Meeting, the resolutions needed to authorise the
directors of Tiziana to take all such action as they consider
necessary or appropriate for carrying the Scheme into effect, to
approve associated amendments to the Articles of Association and,
conditional upon and subject to the Scheme having become effective,
approve the New Tiziana Share Option Scheme and authorise the
directors of New Tiziana to implement the scheme were duly passed,
on a poll, by the requisite majority of Tiziana Shareholders. Each
Tiziana Shareholder, present in person or by proxy, was entitled to
one vote for each Tiziana Share held at the Voting Record Time.
Details of the votes cast by Tiziana Shareholders were as
follows:
Results FOR AGAINST TOTAL WITHELD
of the General (*)
Meeting
No. of % of No. of % of O No. of No. of
O ld Tiziana O ld Tiziana O ld Tiziana ld Tiziana O ld Tiziana O ld Tiziana
Shares Shares Shares Shares Shares Shares
voted voted voted voted voted
-------------- -------------- -------------- ------------ -------------- -------------------
Special
Resolution
1 108,741,665 99.11% 971,655 0.89% 109,713,320 722,516
-------------- -------------- -------------- ------------ -------------- -------------------
Special
Resolution
2 108,605,854 99.12% 969,426 0.88% 109,575,208 860,556
-------------- -------------- -------------- ------------ -------------- -------------------
Ordinary
Resolution
3 98,943,734 90.21% 10,743,437 9.79% 109,687,171 748,665
-------------- -------------- -------------- ------------ -------------- -------------------
A vote withheld is not a vote in law and was not counted in the
calculation of the proportion of the votes cast either "For" or
"Against" the relevant Special Resolution. Any proxy appointments
which gave discretion to the Chairman have been included in the
vote "For" total.
Certain figures included in the tables above have been subjected
to rounding adjustments. Accordingly, figures shown and presented
in different columns may vary slightly from the full arithmetic
aggregation of those figures.
Effective Date and Timetable
The Scheme remains subject to sanction by the Court at the Court
Hearing, the delivery of a copy of the Court Order to the Registrar
of Companies and the satisfaction of the other conditions set out
in Paragraph 3 of Part II of the Scheme Document. The Court Hearing
will be held on 19 October 2021.
It is intended that, prior to the Scheme becoming Effective,
applications will be made to the FCA and the London Stock Exchange
to cancel the admission of Old Tiziana shares on the Standard
Segment of the Official List and to trading on the London Stock
Exchange's Main Market for listed securities respectively.
The expected timetable of principal events is as follows:
Expected Timetable of Principal Events
Event Expected time/date
Court Hearing to sanction 19 October 2021
the Scheme and the Old
Tiziana Reduction of
Capital
-------------------------
Scheme Record Time Close of business
on 20 October 2021
-------------------------
Last day of dealings 20 October 2021
in, and for registration
of transfers of, Old
Tiziana ADSs
-------------------------
Last day of dealings 20 October 2021
in, and for registration
of transfers of, Old
Tiziana Shares
-------------------------
Scheme Effective Date 21 October 2021
-------------------------
Effective date for the Immediately after
Share Capital Consolidation the Scheme becomes
effective on 21 October
2021
-------------------------
Delisting of Old Tiziana 8:00 a.m. on 21 October
Shares from the Main 2021
Market
-------------------------
Cancellation of listing 9.30 a.m. (New York
of Old Tiziana ADSs on time) on 21 October
NASDAQ 2021
-------------------------
Commencement of trading 9.30 a.m. (New York
in the New Tiziana Shares time) on 21 October
on NASDAQ 2021
-------------------------
For the purposes of UK MAR, the person responsible for arranging
for the release of this announcement on behalf of Tiziana is Dr
Kunwar Shailubhai, Chief Executive Officer.
For further information please contact:
Keeren Shah, Finance Director: +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.
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