Tiziana Life Sciences PLC   | AIM:TILS


INVESTOR RELATIONS


The following information is provided by Tiziana Life Sciences PLC (the "Company") in accordance with Rule 26 of the AIM Rules. Until 23rd April 2014 the company’s name was Alexander David Investments Plc.


Last updated 01.11.16

1. Description of Business


Tiziana Life Sciences plc (“Company”) is a biotechnology company that focuses on the discovery and development of novel molecules that treat human disease in oncology and immunology.

On 24 April 2014 the Company acquired Tiziana Pharma Limited (“TPL”) via a reverse takeover (as defined in the AIM Rules).  TPL was formed in November 2013 as a vehicle to acquire and exploit certain intellectual property in biotechnology, specifically a programme focussed on metastatic breast cancer.  TPL’s research team has discovered that Bcl-3 has a prominent role in the metastasis of mammary cancers, and has elucidated the mechanism of Bcl-3 action to be a regulator of cancer cell motility.  TPL has also determined that Bcl-3 inhibition suppresses cell motility in triple-negative, HER-2-positive PR- and ER-positive breast cancer sub-types, suggesting that Bcl-3 may be a master regulator of this metastatic property not only in aggressive breast cancers, but across the clinical spectrum of breast disease.

On 22 December 2014, the Company in-licensed the molecule foralumab, the only fully human engineered anti-human CD3 antibody in clinical development, from Novimmune SA.  Foralumab targets the CD3 epsilon (CD3ε) receptor, which is a recognised approach for modulating T-Cell response and achieving immunosuppression. Foralumab is a phase II asset with potential application in a wide range of autoimmune and inflammatory disease, such as multiple sclerosis, type-1 diabetes (T1D), inflammatory bowel disease (IBD), psoriasis and rheumatoid arthritis, where modulation of a T-cell response is desirable.

On 20 January 2015, the Company in-licensed milciclib from Neriviano Medical Sciences. The compound milciclib blocks the action of a specific set of enzymes known as cyclin-dependent kinases (CDKs), which are involved in the process of cell division, as well as a number of other protein kinases.  Milciclib has an unusual kinase inhibitory profile making it active against other receptors such as, tyrosine kinase, src family and splicing kinases.  Milciclib is currently in phase II clinical trials for thymic carcinoma in patients previously treated with chemotherapy.  Milciclib has demonstrated that is well tolerated in over 263 patients in phase I and II clinical trials and has been granted orphan designation by the European Commission and by the US Food and Drug Administration (FDA) for the treatment of malignant thymoma / thymic epithelial tumours. Nerviano has demonstrated, in preclinical studies, that milciclib has potential in other cancer indications, specifically liver and breast cancer. For more information please see “About Us


2. Details of Directors


Gabriele Cerrone MBA    Executive Chairman (aged 43)

Mr Cerrone has a successful track record and extensive experience in the financing and restructuring of micro-cap biotechnology companies.  He has founded nine biotechnology companies in oncology, infectious diseases and molecular diagnostics, and has taken six of these companies to the Nasdaq Market and one to the AIM Market in London.  Mr Cerrone co-founded Trovagene, Inc. (NASDAQ: TROV), a molecular diagnostic company and served as its Co-Chairman; he was a co-founder and served as Chairman of both Synergy Pharmaceuticals, Inc. (NASDAQ: SGYP) and Callisto Pharmaceuticals, Inc. (OTCMKTS: CLSP), and was a Director of and led the restructuring of Siga Technologies, Inc. (NASDAQ: SIGA).  Mr Cerrone also co-founded FermaVir Pharmaceuticals, Inc. and served as Chairman of the Board until its merger in September 2007 with Inhibitex, Inc.  Mr Cerrone served as a director of Inhibitex, Inc. until its US$2.5bn sale to Bristol Myers Squibb Co in 2012. Mr Cerrone is the Executive Chairman and Co-Founder of Gensignia Life Sciences, Inc., a molecular diagnostics company focused on oncology using microRNA technology; Chairman and Founder of Tiziana Life Sciences plc (AIM: TILS) an oncology focused therapeutics company; Chairman and Co-Founder of Rasna Therapeutics Limited, a company focused on the development of therapeutics for leukaemias; Co-Founder of ContraVir Pharmaceuticals, Inc. (Nasdaq: CTRV); and founder of BioVitas Capital Ltd.


Dr. Riccardo Dalla-Favera    Non-Executive Director (aged 63)

Riccardo has provided key leadership to the cancer research community at Columbia University Medical Center, particularly in his roles as founding Director of the Institute for Cancer Genetics, and from 2005-2011, as  Director of the Herbert Irving Comprehensive Cancer Center. As a researcher, he has contributed much of the current knowledge on the genetic lesions responsible for human B cell lymphoma. The molecular lesions identified by Riccardo have led to the development of diagnostic tests and are being tested as targets in clinical trials with lymphoma patients. His work is widely quoted in scientific publications and in medicine and oncology textbooks. Riccardo has been recognized with several national awards, including the 2006 William Dameshek Prize for Outstanding Contribution to Hematology from The American Society of Hematology. In 2011 he was elected to the Institute of Medicine of the National Academy of Sciences, USA. 


Willy Simon    Non-Executive Director (aged 64)

Willy Jules Simon, aged 64, is a banker and worked at Kredietbank N.V. and Citibank London before serving as an executive member of the Board of Generale Bank NL from 1997 to 1999 and as the chief executive of Fortis Investment Management from 1999 to 2002. He acted as chairman of Bank Oyens & van Eeghen from 2002 to 2004. From 2004 until 2012, he served as a non-executive director of Redi & Partners Ltd., a fund of funds. He was previously chairman of AIM-traded Velox3 plc (formerly 24/7 Gaming Group Holdings plc) until 2015 and had been a director of Playlogic Entertainment Inc., a NASDAQ OTC listed company.


Kunwar Shailubhai PhD MBA    Non-Executive Director (aged 58)

Dr. Shailubhai is a Co-Founder and Chief Scientific Officer of Synergy Pharmaceuticals, Inc., a NASDAQ-listed biotechnology company focusing on innovative therapeutics for treatment of GI disorders, diseases and colon cancer. Dr. Shailubhai has held leadership positions at Monsanto Life Sciences Company (St. Louis, MO), Callisto Pharmaceuticals, and Synergy Pharmaceuticals Inc.  At Monsanto Company Dr. Shailubhai worked on a number of projects in inflammatory diseases and cancer, and eventually headed the cancer prevention group where he initiated research programs focusing on prevention of breast, prostate, and colon cancer in humans. He also initiated discovery projects to explore the therapeutic potential of uroguanylin, a physiological agonist of guanylate cyclase-C (GC-C), in GI disorders, diseases and colon cancer. These pioneering research efforts opened a novel avenue for therapeutic applications of uroguanylin and other GC-C agonists, not only in colon cancer but also in other GI diseases such as irritable bowel syndrome-constipation (IBS-C), chronic idiopathic constipation (CIC), and inflammatory bowel disease (IBD).  Dr. Shailubhai discovered several other proprietary GC-C agonists as part of the development of Synergy’s discovery portfolio. Dr. Shailubhai has 17 issued patents, several pending patent applications, and 40 research publications in journals of international repute. Dr. Shailubhai also holds joint appointments as Professor at Bharuch S. Blumberg Institute, Doylestown, PA and as an Adjunct Professor at Drexel University School of Medicine, Philadelphia. Dr. Shailubhai received his M.B.A. degree in 2002 from University of Missouri at St. Louis.


3. Corporate Governance


The Directors recognise the importance of sound corporate governance and the Enlarged Group will comply with the provisions of the Corporate Governance Code for Small and Mid-Size Quoted Companies (QCA Code), as published by the Quoted Companies Alliance, to the extent they consider appropriate in light of the Enlarged Group’s size, stage of development and resources. The Enlarged Group has also established a remuneration committee, an audit committee and an AIM Rules compliance committee with formally delegated duties and responsibilities.

The Remuneration Committee comprises Riccardo Dalla-Favera as Chairman and Kunwar Shailubhai, will meet not less than twice each year. The committee will be responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Enlarged Group.

The Audit Committee comprises Willy Simon as Chairman and Riccardo Dalla-Favera, will meet not less than three times a year. The committee will be responsible for making recommendations to the New Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Enlarged Group is properly monitored and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Enlarged Group.

The Nomination Committee, which comprises Gabriele Cerrone as Chairman and Kunwar Shailubhai, will meet not less than two times a year. The committee will lead the process for Board appointments and make recommendations to the Board.


4. Country of incorporation and operation


Tiziana Life Sciences plc was incorporated in England and Wales. The Company’s registered number is 08942956 and its registered office is 18 South Street, Mayfair, London, W1K 1DG, United Kingdom. The Company's principal country of operations is the United Kingdom.


5.  Constitutional documents


The Company's Original Memorandum and Articles of Association   |   DOWNLOAD PDF »

The Company's New Memorandum and Articles of Association   |   DOWNLOAD PDF »


6.  Exchanges and trading platforms


All of the Company's shares are traded on the AIM Market of the London Stock Exchange plc. The Company's shares are not traded on any other exchange or trading platform.


7. AIM securities in issue


1. The Company's issued share capital comprises 94,393,401 Ordinary shares at 3p each.


2. The percentage of securities not in public hands is 68%.


3. The total number of outstanding warrants, options and convertible loan notes in issue is 39,492,195.

* Of these share options, 3,259,403 will vest if the weighted average of an ordinary share is greater than £3 for 120 consecutive dealing days. The expiry date is set as 15 years from the vesting date.
4. There are no restrictions on the transfer of securities.

  1. 8.SiGNIFICANT SHAREHOLDERS


Last updated 01.11.16


Planwise Group Ltd *                         56,205,322                                  59.54%

Nerviano Medical Sciences Srl         4,233,616                                      4.49%

Maria McGuigan                                3,114,618                                      3.30%

Dr Andrea Brancale                           2,491,694                                      2.64%

* Gabriele Cerrone is the ultimate beneficial owner of the entire issued share capital of Planwise Group Ltd


9. Financial Reports


Annual Report for the year ended 31 December 2013   |   DOWNLOAD PDF »

Annual Report for the year ended 31 December 2014   |   DOWNLOAD PDF »

Annual Report for the year ended 31 December 2015   |   DOWNLOAD PDF »


  1. 10.AIM NotificationS


For a complete list of the Company’s market notifications in the past 12 months please click here »


11. AIM Admission Document and circulars sent to shareholders


AIM Admission Document (dated 31 March 2014)   |   DOWNLOAD PDF »

Circulars sent to shareholders by the Company   |   DOWNLOAD PDF »

Notice of AGM, June 2014   |   DOWNLOAD PDF »


12. SHARE OPTION SCHEME


Share Option Scheme   |   DOWNLOAD PDF »


13. Key advisers


Nominated Adviser

Cairn Financial Advisers LLP

Cheyne House, Crown Court

62-63 Cheapside, London EC2V 6AX

T +44 20 7213 0880


Broker

Beaufort Securities Limited

131 Finsbury Pavement, London EC2A 1NT

T +44 20 7930 8222

 

Public Relations

FTI Consulting LLP

200 Aldersgate, Aldersgate Street, London EC1A 4HD

T +44 (0)20 3727 1000


Registrars

Capita Asset Services

The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU

T +44 (0)20 8639 3399

 

 

STOCK INFORMATION


Trading in the company's shares on AIM is under the name of Tiziana Life Sciences PLC, with stock ticker AIM: TILS



KEY CONTACTS


Nominated Adviser

Cairn Financial Advisers LLP

Cheyne House, Crown Court

62-63 Cheapside, London EC2V 6AX

T +44 20 7213 0880


Broker

Beaufort Securities Limited

131 Finsbury Pavement, London EC2A 1NT

T  +44 20 7382 8300


Public Relations

FTI Consulting LLP

200 Aldersgate, Aldersgate Street, London EC1A 4HD

T +44 (0)20 3727 1000


Registrars

Capita Asset Services

The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU

T +44 (0)20 8639 3399

 
CORPORATE DOWNLOADS


2016


NOTICE OF AGM 2016


 

Financial Statements 2015


 


2015

2014 ACCOUNTS

 

AGM PROXY FORM 2015

 

NOTICE OF AGM 2015

 


2014


NOTICE OF AGM 2014

 

ADI AIM Admission Document

 

ARTICLES OF ASSOCIATION