Tiziana Life Sciences PLC Capital Reorganisation (5626P)
October 19 2021 - 9:01AM
UK Regulatory
TIDMTILS
RNS Number : 5626P
Tiziana Life Sciences PLC
19 October 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 (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.
Court Sanctions the Scheme of Arrangement and
approves Reduction of Capital
London/New York, 19 October 2021 - Tiziana Life Sciences plc
(Nasdaq: TLSA / LSE: TILS) ("Old Tiziana") a biotechnology company
focused on innovative therapeutics for oncology, inflammation, and
infectious diseases announced on 20 August 2021 that it had
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 Tiziana Group. The reorganisation will be achieved
by a scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme").
A Scheme Document setting out full details of the Scheme (the
"Scheme Document") was posted to the shareholders of Old Tiziana on
3 September 2021.
Capitalised terms defined in the Scheme Document shall, unless
the context provides otherwise, have the same meanings in this
announcement.
Old Tiziana announces that earlier today the Court sanctioned
the Scheme and confirmed the reduction of capital as part of the
Scheme.
In order for the Scheme to become effective the Court Order must
be delivered to the Registrar of Companies. This is expected to
occur, and the Scheme is expected to become effective, on 20
October 2021.
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.
The table below sets out an updated timetable of events:
Last day of dealings in, and 20 October 2021
for registration of transfers
of, Old Tiziana ADSs
Last day of dealings in, and 20 October 2021
for registration of transfers
of, Old Tiziana Shares
-----------------------------------
Scheme Effective Date 20 October 2021
-----------------------------------
Scheme Record Time 6:00 p.m. on 20 October 2021
-----------------------------------
Effective date for the Share Immediately after the Scheme
Capital Consolidation becomes effective on 20 October
2021
-----------------------------------
Delisting of Old Tiziana Shares 8:00 a.m. on 21 October 2021
from the Main Market
-----------------------------------
Cancellation of listing of Old 9.30 a.m. (New York time) on
Tiziana ADSs on NASDAQ 21 October 2021
-----------------------------------
Commencement of trading in the Expected to be 9.30 a.m. (New
New Tiziana Shares on NASDAQ York time) on 21 October 2021,
or as soon as possible thereafter
-----------------------------------
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.
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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END
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