SYDNEY, Oct. 11,
2023 /PRNewswire/ -- Kazia Therapeutics Limited
(ASX:KZA, NASDAQ:KZIA) (Kazia or the Company), an
oncology-focused drug development company, announces its intention
to de-list from the Australian Securities Exchange
(ASX).
Delisting
Kazia advises that it has submitted a formal application to the
ASX to be removed from the official list of the ASX (Official
List) in accordance with ASX Listing Rule 17.11 (Delist
or the Delisting). This formal request follows the receipt
of in-principle advice from the ASX in relation to the proposed
Delisting, subject to the satisfaction of the conditions set out
below.
The Board has ultimately determined that the costs,
administrative burden and commercial disadvantages of remaining
listed on ASX outweigh any benefits of a continued ASX listing.
Following the Delisting, the Company will maintain its listing on
the NASDAQ and the fully paid ordinary shares in the Company
(Shares) will no longer be quoted on the ASX. Further
details regarding the reasons for and consequences of the Delisting
are set out below.
Reasons for seeking removal from the Official List
The Board considers that it is in the best interests of the
Company and its shareholders for the Company to Delist for the
following reasons.
(a) Costs: The continued listing of Kazia
on ASX requires it to incur considerable corporate and
administrative costs, including listing fees. Kazia is seeking to
minimise its expenditure and would cease incurring such additional
costs if it is removed from the official list of ASX. The Company
considers the financial, administrative and compliance obligations
and costs associated with managing an ASX listing and a NASDAQ
listing, including the higher level of regulatory compliance costs
associated with a dual listing, noting that there are a number of
material differences between the NASDAQ listing rules and the ASX
listing rules, unjustifiable and not in the best interests of the
Company's securityholders.
(b) Access to larger equity markets with
biotechnology focus: The board of Kazia believes that delisting
from ASX whilst retaining the NASDAQ listing will enable Kazia to
have access to a deeper market that better understands, and values,
biotechnology businesses, thereby allowing it to more readily raise
more capital on better terms, from a wider investor base.
This access is pivotal in assisting Kazia to raise appropriate
growth capital to pursue its plans.
(c) Capital raisings: The delisting from
ASX and retention of a primary listing on NASDAQ is expected to
improve the Company's access to its institutional investor base and
other financing options in the USA
that currently has the most active biotechnology ecosystem on a
global basis. Being dual listed on ASX and NASDAQ is currently
limiting fundraising options for Kazia.
(d) Location of directors and management:
With the exception of two non-executive directors, the Company's
remaining non-executive board member, Karen
Krumeich, the Company's Chief Financial Officer and Dr
John Friend, the Company's CEO,
Managing Director and Interim Chairman, are now based in the
USA, reflecting the Company's
focus on international rather than domestic markets.
Arrangements for sale of Shares
The Company will notify shareholders whose securities are held
on the Company's Australian principal share register of the time
and date at which the Company will be removed from the Official
List shortly and inform those shareholders that if they wish to
sell their securities on ASX they will need to do so before that
date and if they don't do so, they will only be able to sell their
securities on-market on NASDAQ. The Company will also inform those
shareholders generally what they will need to do if they wish to
sell their securities on NASDAQ.
No change will occur to the quotation and trading of the
Company's securities on NASDAQ because of the removal from the
Official List.
Consequences for the Company and its shareholders
The consequences for the Company and its shareholders if the
Company is removed from the Official List of the ASX are set out
below.
(a) shareholders will no longer be able to trade
their Shares on the ASX;
(b) the Company's Shares will only be capable of
being traded on NASDAQ in the form of ADSs, which will require
shareholders to transfer their Shares to ADSs to trade on NASDAQ
and engage a suitably qualified Australian broker or a US based
broker who is able to trade on NASDAQ, or by off-market, private
transactions, which will require shareholders to identify and agree
terms with potential purchasers of Shares;
(c) following Delisting, the Company will not be
subject to the ASX Listing Rules. In particular, the following
ASX Listing Rule requirements will no longer apply:
(i) continuous disclosure and other
periodic reporting requirements (although the Company's reporting
requirements (including continuous disclosure – see below) will
still be governed by the Corporations Act 2001 (Cth) (Corporations
Act), the applicable rules of NASDAQ and its reporting obligations
under US securities laws, as described in section (e)
below);
(ii) disclosure of certain information
under the ASX Listing Rules (including changes of capital or
information related to directors and the auditor of the
Company);
(iii) restrictions on the issue of new
capital (such as the inability of the Company to issue in excess of
15% of its capital in any 12-month period without shareholder
approval) and certain restrictions on transactions with related
parties (although these will still be governed by the Corporations
Act and the applicable rules of NASDAQ);
(iv) requirements relating to
significant changes to the Company's activities; and
(v) the requirement to report against
the ASX Corporate Governance Principles and
Recommendations;
(d) if, following removal from the Official
List, the Company has 100 or more shareholders, it will be an
"unlisted disclosing entity" under the Corporations Act.
As an unlisted disclosing entity, the Company
will still be required to give continuous disclosure of material
matters in accordance with the Corporations Act by filing notices
with ASIC under section 675 of the Corporations Act
and the Company will still be required to lodge annual audited and
half-yearly financial statements in accordance with the
requirements of the Corporations Act. However, if the Company
ceases to be an unlisted disclosing entity there will be no ongoing
requirement for the Company to give continuous disclosure of
material matters under section 675, or lodge half-yearly financial
statements reviewed by an auditor, but as a public company it will
continue to be required to lodge annual audited financial
statements. In addition, the Company notes that it will also be
required to fulfill its public reporting obligations under US
securities laws as a US public company and, while its securities
are listed on NASDAQ, its disclosure obligations under applicable
NASDAQ listing rules;
(e) the related party transaction provisions of
the Corporations Act will continue to apply to the Company as an
Australian public company; and
(f) directors will continue to be subject to
directors' duties under the Corporations Act, including to act in
good faith and in the best interests of the Company.
Some shareholders may consider that the reduction of obligations
associated with an ASX listing is a disadvantage, including
minority shareholders. While there will be differences in the
regulatory regimes before and after the Delisting, minority
shareholders will continue to benefit from the protections in the
Corporations Act, such as in relation to the alteration of
shareholder rights, financial reporting obligations and holding
annual meetings of shareholders. Shareholders will also have
protections because of US securities laws and applicable NASDAQ
listing rules.
Conditions
ASX's in-principle decision to approve the Delisting is subject
to the Company's compliance with the following conditions imposed
by ASX under Listing Rule 17.11 and Guidance Note 33:
(a) The Company sends written or electronic
communications to all shareholders whose Shares are held on the
Company's Australian principal share register, in form and
substance satisfactory to ASX (Notice), setting
out:
(i) the nominated time and date at
which the entity will be removed from the ASX and that:
(A) if they wish to sell their Shares
on ASX, they will need to do so before then; and
(B) if they don't, thereafter they
will only be able to sell the underlying securities on-market on
NASDAQ in the form of ADSs; and
(ii) generally what they need to do if
they wish to sell their securities on NASDAQ.
(b) The removal shall not take place any earlier
than one month after the date the information in the Notice has
been sent to shareholders.
(c) The Company releases the full terms of this
decision to the market upon making a formal application to ASX
to remove the Company from the official list of ASX.
Importantly, Kazia shareholder approval is not required for the
Delisting.
Arrangements to enable shareholders to sell their Shares or
convert them to ADSs
In relation to the Delisting, the Company has established a
voluntary ADS conversion facility pursuant to which shareholders
may elect to convert their Shares to ADSs. The company will bear
the fees associated with the ADS conversion.
Kazia will release additional documents that provide more
information about the Delisting Facilities, including information
and any relevant forms for shareholders in connection with the
Delisting.
Remedies available to shareholders
If a shareholder of the Company considers the removal from the
Official List to be contrary to the interests of the shareholders
of the Company as a whole or oppressive to, unfairly prejudicial
to, or unfairly discriminatory against a shareholder or
shareholders, it may apply to the court for an order under Part
2F.1 of the Corporations Act. Under section 233 of the Corporations
Act, the court can make any order that it considers appropriate in
relation to the Company, including an order that the Company be
wound up or an order regulating the conduct of the Company's
affairs in the future.
If a shareholder of the Company considers that the removal form
the Official List involves "unacceptable circumstances", it may
apply to the Takeovers Panel for a declaration of unacceptable
circumstances and other orders under Part 6.10 Division 2
Subdivision B of the Corporations Act (refer also to Guidance Note
1: Unacceptable Circumstances issued by the Takeovers Panel). Under
section 657D of the Corporations Act, if the Takeovers Panel has
declared circumstances to be unacceptable, it may make any order
that it thinks appropriate to protect the rights or interests of
any person or group of persons, where the Takeovers Panel is
satisfied that those rights or interests are being affected, or
will be or are likely to be affected, by the circumstances.
Timetable
The proposed timetable for the satisfaction of conditions and
the expected date of removal of the Company from the Official List
are as follows:
Event
|
Indicative
Date*
|
Notification of
intention to delist
|
11 October
2023
|
Despatch of letters and
ADS Conversion Facility election forms to shareholders
|
12 October
2023
|
Closing Date:
Participation in ADS Conversion Facility
|
10 November
2023
|
Last day for trading of
the Company's Shares on ASX
|
10 November
2023
|
Completion of removal
of the Company from the Official List of the ASX
|
14 November
2023
|
*Dates and times are indicative only and subject to change by
the Company or ASX.
Shares may continue to be traded on ASX up until the last
trading day, after which trading will be suspended until the
Delisting on the next trading day.
This announcement was authorised for release by the Board.
About Kazia Therapeutics Limited
Kazia Therapeutics Limited (NASDAQ: KZIA; ASX: KZA) is an
oncology-focused drug development company, based in Sydney, Australia.
Our lead program is paxalisib, a brain-penetrant inhibitor of
the PI3K / Akt / mTOR pathway, which is being developed to
treat multiple forms of brain cancer. Licensed from Genentech in
late 2016, paxalisib is or has been the subject of ten
clinical trials in this disease. A completed Phase II study
in glioblastoma reported promising signals of clinical
activity in 2021, and a pivotal study in glioblastoma, GBM AGILE,
is ongoing, with final data expected in CY2023. Other clinical
trials are ongoing in brain metastases, diffuse
midline gliomas, and primary CNS lymphoma, with
several of these having reported encouraging interim data.
Paxalisib was granted Orphan Drug Designation for
glioblastoma by the US FDA in February 2018, and Fast
Track Designation (FTD) for glioblastoma by the FDA in August 2020. Paxalisib was also awarded
(FTD) in July 2023 for the treatment
of solid tumour brain metastases harbouring PI3K pathway mutations
in combination with radiation therapy. In addition, paxalisib
was granted Rare Pediatric Disease
Designation and Orphan Drug
Designation by the FDA for diffuse
intrinsic pontine glioma in August 2020,
and for atypical teratoid / rhabdoid tumours
(AT/RT) in June 2022 and July 2022, respectively.
Kazia is also developing EVT801, a small-molecule inhibitor of VEGFR3,
which was licensed
from Evotec SE in April 2021. Preclinical data has shown
EVT801 to be active against
a broad range of tumour types and has provided
compelling evidence of synergy with immuno-oncology agents. A Phase
I study commenced recruitment in November
2021.
For more information, please
visit www.kaziatherapeutics.com or follow
us on Twitter @KaziaTx.
Forward-Looking Statements
This announcement may contain forward-looking statements, which
can generally be identified
as such by the use of words such as "may,"
"will," "estimate," "future," "forward," "anticipate," or other
similar words. Any statement describing Kazia's future plans,
strategies, intentions, expectations, objectives, goals or
prospects, and other statements that are not historical facts, are
also forward-looking statements, including, but not limited to,
statements regarding: the timing for results and data
related to Kazia's clinical and preclinical
trials, and Kazia's strategy and plans with respect to
its programs, including paxalisib and EVT801. Such statements
are based on Kazia's current expectations and projections about
future events and future trends affecting its business and are
subject to certain risks and uncertainties that could cause actual
results to differ materially from those anticipated in the
forward-looking statements, including risks and uncertainties:
associated with clinical and preclinical trials and product
development, related to regulatory approvals, related to Kazia's
executive leadership changes, and related to the impact of global
economic conditions. These and other risks
and uncertainties are described more fully in Kazia's
Annual Report, filed on form 20-F with the SEC, and in subsequent
filings with the United States Securities and Exchange
Commission. Kazia undertakes no obligation to publicly update
any forward-looking statement, whether as a result of new
information, future events, or otherwise, except as required under
applicable law. You should not place undue reliance on these
forward-looking statements, which apply only as of the date of this
announcement
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SOURCE Kazia Therapeutics Limited