TIDMCIZ
RNS Number : 2204B
Cizzle Biotechnology Holdings PLC
29 September 2022
This announcement contains inside information for the purposes
of article 7 of EU Regulation 596/2014 which forms part of domestic
UK law pursuant to the European Union (Withdrawal) Act 2018 ("UK
MAR") . Upon the publication of this announcement this inside
information is now considered to be within the public domain.
29 September 2022
Cizzle Biotechnology Holdings Plc
("Cizzle Biotechnology", "Cizzle" or the "Company")
Issue of Consideration Shares
and
Director Option Exercise
Cizzle Biotechnology, the UK based diagnostics developer,
announces that further to its announcement on 29 February 2022 that
it has entered into a definitive agreement (the "Agreement") with
Conduit Pharmaceuticals Limited ("Conduit") and St George Street
Capital Limited ("SGSC") to acquire a 5% economic interest in the
commercialisation of the AZD 1656 asset or other such assets being
developed by Conduit or SGSC to treat inflammatory pulmonary and
cardiovascular disease, it has settled the remaining consideration
of GBP880,000 due under the Agreement through the issue of
22,000,000 new ordinary shares of 0.01 pence each ("Ordinary
Shares") in the Company at 4.0p per share (the "Agreement Shares")
to Conduit.
The Agreement Shares represent 6.47% of the Company's enlarged
issued share capital following Admission, as described below, and
have been issued at an approximate 135% premium to the closing
mid-price of the Company's Ordinary Shares on 28 September
2022.
Director Option Exercise
As indicated in the Company's prospectus dated 21 September
2022, the Company has additionally issued 3,689,096 new Ordinary
Shares (the "Option Shares") to Professor Dawn Coverley, a director
of the Company, upon exercise of share options in the Company by
her pursuant to an agreement dated 23 April 2021, at a price of
1.5339313479508p per Ordinary Share as further detailed in the PDMR
disclosure table below.
The 3,689,096 Ordinary Shares issued to Professor Coverley
represent 1.08% of the Company's enlarged issued share capital
following Admission and combined with Professor Coverley's existing
holding of 6,303,493 Ordinary Shares, she now holds 9,992,589
Ordinary Shares. Her husband and co-founder Justin Ainscough
additionally holds 7,055,548 Ordinary Shares, which together with
Professor Coverley's shares, represents a total holding of
17,048,137 Ordinary Shares, being 5.01% of the Company's issued
share capital. Following this exercise of options, Professor
Coverley continues to hold options over 12,672,389 Ordinary
Shares.
Admission
Application will be made for the 25,689,096 Agreement Shares and
Option Shares to be admitted to the Official List of the FCA by
means of a standard listing under Chapter 14 of the Listing Rules
and to trading on the Main Market of the London Stock Exchange
("Admission"). It is expected that Admission will become effective
at 8.00 a.m. on 4 October 2022.
Total Voting Rights
Following Admission of the Agreement Shares and Option Shares,
the total number of Ordinary Shares in issue will be 339,803,549
each with equal voting rights. The Company does not hold any rights
in treasury. This figure can be used by Shareholders as the
denominator for the calculations by which they will determine
whether they are required to notify their interest in, or a change
of their interest in, the Company under the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.
PDMR disclosure table
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Dawn Coverley
----------------------------- ------------------------------------
2. Reason for the Notification
-------------------------------------------------------------------
a) Position/status Non-executive Director / PDMR
----------------------------- ------------------------------------
b) Initial notification/ Initial Notification
Amendment
----------------------------- ------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name Cizzle Biotechnology Holdings Plc
----------------------------- ------------------------------------
b) LEI 213800G3OS3SA2J1Y358
----------------------------- ------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-------------------------------------------------------------------
a) Description of the Ordinary Shares
Financial instrument,
type of instrument
Identification code GB00BNG2VN02
----------------------------- ------------------------------------
b) Nature of the transaction Exercise of Options over Ordinary
Shares
----------------------------- ------------------------------------
c) Price(s) and volume(s) Price: 1.5339313479508p
Volumes: 3,689,096
----------------------------- ------------------------------------
d) Aggregated information: n/a
* Aggregated volume Total consideration GBP56,588.19
* Price
----------------------------- ------------------------------------
e) Date of the transaction 28 September 2022
----------------------------- ------------------------------------
f) Place of the transaction Outside a trading venue
----------------------------- ------------------------------------
Enquiries:
Cizzle Biotechnology Holdings Via IFC Advisory
plc
Allan Syms (Executive Chairman)
Allenby Capital Limited +44(0) 20 33285656
John Depasquale
Alex Brearley
Novum Securities Limited +44(0) 20 7399 9400
Colin Rowbury
Jon Bellis
IFC Advisory Limited +44(0) 20 3934 6630
Tim Metcalfe cizzle@investor-focus.co.uk
Florence Chandler
Notes to Editors:
About Cizzle Biotechnology
Cizzle Biotechnology is developing a blood test for the early
detection of lung cancer. Cizzle Biotechnology is a spin- out from
the University of York, founded in 2006 around the work of
Professor Coverley and colleagues . Its proof-of-concept prototype
test is based on the ability to detect a stable plasma biomarker, a
variant of CIZ1 known as CIZ1B. CIZ1 is a naturally occurring cell
nuclear protein involved in DNA replication, and the targeted CIZ1B
variant is highly correlated with early-stage lung cancer.
For more information, please see
https://cizzlebiotechnology.com
You can also follow the Company through its twitter account
@CizzlePlc and on LinkedIn.
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END
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