Share Capital Consolidation and Commencement of trading in the New Tiziana Shares on NASDAQ
21 Outubro 2021 - 3:00AM
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 was 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 mailed to
the shareholders of Old Tiziana on 3 September 2021. The Scheme
Document can be found at
http://www.tizianalifesciences.com/about-us/.
Capitalised terms defined in the Scheme Document
shall, unless the context provides otherwise, have the same
meanings in this announcement.
Share Capital Consolidation
The Share Capital Consolidation was implemented
immediately after the Scheme became effective on 20 October 2021.
The ratio of the Share Capital Consolidation was two-for-one.
Whilst the Share Capital Consolidation reduced the number of issued
shares of New Tiziana, shareholders now own the same proportion of
New Tiziana as they did of Old Tiziana immediately before the
Scheme became effective, subject to fractional interests.
Fractional entitlements which arose as a result of the Share
Capital Consolidation will be aggregated by New Tiziana's transfer
agent, Computershare, and sold as soon as practicable at the
prevailing prices on the open market and the net proceeds of sale
distributed pro rata to the Old Tiziana Shareholders entitled to
them.
Following the implementation of the Scheme and
subsequent Share Capital Consolidation by New Tiziana, persons
registered as holding Old Tiziana ADSs at the effective date set by
the Depositary will be entitled to receive one New Tiziana Share
for every one Old Tiziana ADS (representing two underlying Old
Tiziana Shares).
Commencement of Trading on
NASDAQ
Following the implementation of the Share
Capital Consolidation by New Tiziana, it is expected that the New
Tiziana Shares will be listed on NASDAQ with effect from the
opening of business in New York today.
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
United States:Investors:Dave Gentry, CEORedChip
Companies Inc.1-800-RED-CHIP
(733-2447)or407-491-4498dave@redchip.com
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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