THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR
THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Tiziana Announces Pricing of Offering and Warrant Conversion Raising in Aggregate £4.51 million of New Equity Capital, Approval to List on the Nasdaq Global Market and Loan Conversion Extinguishing £1.39 million of Debt
London, 20 November 2018 – Tiziana Life Sciences plc (AIM: TILS) (the "Company" or "Tiziana"), a UK biotechnology company that focuses on the discovery and development of novel molecules to treat human disease in oncology and immunology, today announces the pricing of its underwritten initial public offering in the United States (the “Offering”) of 442,910 American Depositary Shares ("ADSs"), representing 4,429,100 new ordinary shares of nominal value £0.03 each in the capital of the Company ("Ordinary Shares") at an initial public offering price of $9.90 per ADS, before underwriting discounts and commissions. Each ADS offered represents 10 Ordinary Shares. In addition, Tiziana has granted the sole book-running manager a 30-day option to purchase up to an additional 66,437 ADSs on the same terms and conditions (the “Option”). All ADSs to be sold in the Offering will be offered by the Company. The number of Ordinary Shares represented by ADSs comprised in the Offering (including by way of the exercise of the Option) will be within existing shareholder authorities.
The closing of the Offering is expected to occur on 23 November 2018, subject to customary closing conditions. Laidlaw & Company (UK) Ltd. is acting as the sole book-running manager in respect of the Offering.
The ADSs have been approved for listing on the Nasdaq Global Market and are expected to begin trading under the symbol “TLSA” on 20 November 2018 when US markets open.
Tiziana’s Ordinary Shares are admitted to trading on AIM, a market of the London Stock Exchange plc (“AIM”), under the symbol "TILS".
Tiziana also announces the issue of 2,137,625 Ordinary Shares at a price of £0.60 each to certain persons who had made loans to the Company on terms that the loans would be converted (without interest) into Ordinary Shares on the Company completing a qualifying public offering on Nasdaq (the “Loan Conversion”), equating to the extinguishment of £1.39 million (or $1.785 million at a GBP1 : US$1.2839 exchange rate) of debt.
The Company further announces the issue of 607,500 Ordinary Shares at a price of £0.75 each and 793,144 Ordinary Shares at a price of £0.80 each to certain persons who had agreed to exercise warrants to acquire Ordinary Shares at revised exercise prices (the “Warrant Conversion”), the proceeds of which are £1.09 million (or $1.40 million at a GBP1 : US$1.2839 exchange rate).
The gross proceeds of the Offering, before deducting underwriting discounts and commissions and other offering expenses payable by the Company, will be £3.42 million (or $4.39 million at a GBP1 : US$1.2839 exchange rate), excluding any exercise of the Option.
On 26 October 2018, the Company announced that it had raised US$1,500,000 by the issue of 1,515,150 new ordinary shares at a price of US$0.99 (£0.75) per share, in aggregate. This brings the total raised to £5.67 million (US$7.28 million at a GBP1 : US$1.2839 exchange rate) which the gives the Company the resources to fully fund operating expenses for planned trials and capital expenditure requirements to the end of 2019.
Application is being made to admit all of the Ordinary Shares to be issued in the Offering (excluding any to be issued pursuant to the Option), the Loan Conversion and the Warrant Conversion to trading on AIM and it is expected that admission on AIM will become effective and dealings in the Ordinary Shares will commence at 8:00 a.m. (GMT) on 26 November 2018. The new Ordinary Shares will rank pari passu with the existing Ordinary Shares.
In conformity with DTR 5.6.1, the Company notifies that as at the date of this announcement, it has a single class of shares in issue being Ordinary Shares and that following the issue of the Ordinary Shares to be issued in the Offering (excluding any to be issued pursuant to the Option), the Loan Conversion and the Warrant Conversion, the total number of Ordinary Shares in issue will be 136,409,818. There are no Ordinary Shares held in treasury. Each Ordinary Share entitles the holder to a single vote at general meetings of the Company.
The figure of 136,409,818 Ordinary Shares may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
Following admission of the Ordinary Shares to be issued in the Offering (excluding any to be issued pursuant to the Option), the Loan Conversion and the Warrant Conversion, the fully diluted issued share capital of the Company will consist of 158,357,460 Ordinary Shares. A registration statement relating to the ADSs being sold in the Offering has been filed with the US Securities and Exchange Commission (the “SEC”) and became effective on 19 November 2018. The Offering is being made only by means of a prospectus, which, for the avoidance of doubt, will not constitute a "prospectus" for the purposes of the Prospectus Directive (as defined below) and has not been reviewed by any competent authority in any Member State (as defined below).
When available, copies of the final prospectus supplement and accompanying prospectus relating to and describing the terms of the Offering may be obtained from Laidlaw & Company (UK) Ltd., Attention: Syndicate Department, 521 Fifth Avenue, New York, NY 10175, by telephone at +01 (0)212 953 4917 or by email at email@example.com. Electronic copies of the final prospectus supplement and accompanying prospectus will also be available on the website of the SEC at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Securities may not be oﬀered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the "Securities Act"). Any public oﬀering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the issuer and its management and ﬁnancial statements. This press release is being issued pursuant to and in accordance with Rule 135e under the Securities Act.
The person who arranged for the release of this announcement on behalf of the Company was Tiziano Lazzaretti, Chief Financial Officer of Tiziana.
About Tiziana Life Sciences plc
Tiziana Life Sciences is a UK biotechnology company that focuses on the discovery and development of novel molecules to treat human disease in oncology and immunology. We believe Foralumab is the only fully human anti-CD3 mAb in clinical development in the world. This compound has potential application in a wide range of autoimmune and inflammatory diseases, such as NASH, primary biliary cholangitis (PBS), ulcerative colitis, MS, type-1 diabetes (T1D), inflammatory bowel disease (IBD), psoriasis and rheumatoid arthritis, where modulation of a T-cell response is desirable.
In any member state in the European Economic Area (each, a "Member State") that has implemented the Prospectus Directive (as defined below), this announcement is only addressed to and directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The term "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in each relevant Member State), together with any relevant implementing measure in the relevant Member State.
For readers in the United Kingdom
This announcement, in so far as it constitutes an invitation or inducement to enter into investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended) in connection with the securities which are the subject of the Offering described in this announcement or otherwise, is being directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments who fall within Article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations etc.") of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as "relevant persons"). The ADSs offered in the Offering are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such ADSs will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the ADSs have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the MiFID II Product Governance Requirements) should note that: the price of ADSs may decline and investors could lose all or part of their investment; the ADSs offer no guaranteed income and no capital protection; and an investment in ADSs is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to ADSs.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the ADSs and determining appropriate distribution channels.
For further enquiries:
Tiziana Life Sciences plc
Gabriele Cerrone, Chairman and founder
+44 (0)20 7493 2853
Laidlaw & Company (UK) Ltd.
Matt Dormer / James Ahern
+1 (0)212 953 4917
Cairn Financial Advisers LLP (Nominated adviser)
Liam Murray / Jo Turner
+44 (0)20 7213 0883
Stockdale Securities Limited (Broker)
Andy Crossley / Antonio Bossi
+44 (0)20 7601 6125