Tiziana Life Sciences plc: Court Sanctions the Scheme of Arrangement and approves Reduction of Capital
19 Octobre 2021 - 3:26PM
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 for registration of transfers of, Old
Tiziana ADSs |
20 October 2021 |
Last day of dealings in, and for registration of transfers of, Old
Tiziana Shares |
20 October 2021 |
Scheme Effective Date |
20 October 2021 |
Scheme Record Time |
6:00 p.m. on 20 October 2021 |
Effective date for the Share Capital Consolidation |
Immediately after the Scheme becomes effective on 20 October
2021 |
Delisting of Old Tiziana Shares from the Main Market |
8:00 a.m. on 21 October 2021 |
Cancellation of listing of Old Tiziana ADSs on NASDAQ |
9.30 a.m. (New York time) on 21 October 2021 |
Commencement of trading in the New Tiziana Shares on NASDAQ |
Expected to be 9.30 a.m. (New 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
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.
About Tiziana Life
SciencesTiziana 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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