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 of the Court Meeting |
No. of Scheme Shares voted |
% of Scheme Shares voted |
No. of Scheme Shareholders who voted |
% of Scheme Shareholders who voted |
Number of Scheme Shares voted as 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 of the General Meeting |
FOR |
AGAINST |
TOTAL |
WITHHELD* |
|
No. of Old Tiziana Shares
voted |
% of Old Tiziana Shares
voted |
No. of Old Tiziana Shares
voted |
% of Old Tiziana Shares
voted |
No. of Old Tiziana Shares
voted |
No. of Old Tiziana
Shares |
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 the Scheme and the Old Tiziana Reduction
of Capital |
19 October 2021 |
Scheme Record Time |
Close of business on 20 October 2021 |
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 |
21 October 2021 |
Effective date for the Share Capital Consolidation |
Immediately after the Scheme becomes effective on 21 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 |
9.30 a.m. (New York time) on 21 October 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.
NOT 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 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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