TIDMTILS
RNS Number : 8623A
Tiziana Life Sciences PLC
10 June 2016
Tiziana Life Sciences PLC
("Tiziana" or the "Company")
Grant of options (director's dealing) and realisation bonus
London, 10 June 2016 - Tiziana Life Sciences plc (AIM: TILS, the
"Company"), the clinical stage biotechnology company focused on
targeted drugs to treat diseases in oncology and immunology,
announces that the remuneration committee of the board has proposed
and awarded the following options and realisation bonuses.
Gabriele Cerrone, Executive Chairman, has been awarded an option
over 3,259,403 ordinary shares in the Company. The option is
exercisable at a price of 150 pence per share. The option only
vests in the event that the Company's share price is in excess of
300p per share for a period of more than 120 consecutive days.
Following vesting the option may be exercised for a period of up to
15 years. A further announcement will be made in the event that the
options set out above vest. Gabriele Cerrone's beneficial holding
(after the grant of the option referred to above) in the Company is
set out below:-
Entity Ordinary Shares Vested Options Unvested Options
------------------ ---------------- --------------- -----------------
Planwise Group
Ltd* 55,822,565
------------------ ---------------- --------------- -----------------
Gabriele Cerrone 0 2,600,000 3,859,403
------------------ ---------------- --------------- -----------------
*Gabriele Cerrone is the ultimate beneficial owner of the entire
issued share capital of Planwise Group Ltd
In addition awards of options over a total of 100,005 ordinary
shares at an exercise price of GBP1.50, vesting in equal tranches
over 4 years have been made to certain employees and
consultants.
The Company's issued share capital comprise 93,487,150 ordinary
shares of 3p each. The Company has outstanding convertible loan
notes in the principal amount of GBP13,119,219 convertible into new
ordinary shares at conversion prices ranging from 24p to
GBP1.50.
The Company has granted options over a total of 11,749,402
ordinary shares of which 4,855,000 are vested at exercise prices
between 15p and 57p per share and 6,894,402, remain subject to
vesting conditions (at potential exercise prices ranging from 15p
to GBP1.50 per share). In addition warrants to subscribe for a
total of 6,235,353 ordinary shares at exercise prices between 32p
and GBP2.50 are outstanding.
Therefore the fully diluted issued share capital of the Company
is 134,140,520 ordinary shares (assuming all convertible loan
notes, options and warrants, vested and unvested, exercised and
exercisable, were converted).
Realisation bonuses
In the event of a transaction resulting in a change of control
of the Company (defined as a person or persons acting in concert
acquiring more that 50% of the issued share capital of the Company)
or a disposal or licensing of material assets occurring at, or
with, or resulting in, an enterprise value for the Company in
excess of GBP450 million ("Minimum Value") the Company has agreed
to pay a cash bonus or issue shares to Kunwar Shailubhai, a
director of the Company, representing 2.0% of the value uplift from
a base valuation of the Company of GBP275m.
In the event of a transaction resulting in a change of control
of the Company (defined as a person or persons acting in concert
acquiring more that 50% of the issued share capital of the Company)
or a disposal or licensing of material assets occurring at, or
with, or resulting in, an enterprise value for the Company in
excess of GBP450 million ("Minimum Value") the Company has agreed
to pay a cash bonus or issue shares to Dr Gary Jacobs, a member of
the scientific advisory committee, representing 3.0% of the value
uplift from a base valuation of the Company of GBP275m.
Contacts:
Tiziana Life Sciences plc
Gabriele Cerrone, Chairman and founder +44 (0)20 7493 2853
Cairn Financial Advisers LLP (Nominated adviser)
Liam Murray +44 (0)20 7148 7900
Beaufort Securities Limited (Broker)
Saif Janjua +44 (0)20 7382 8300
FTI Consulting
Simon Conway / Rob Winder / Natalie Garland-Collins +44 (0)20 3727 1000
About Tiziana Life Sciences
Tiziana Life Sciences plc is a UK biotechnology company that
focuses on the discovery and development of novel molecules that
treat human disease in oncology and immunology.
The Company is focused on its lead compound, milciclib, a
molecule which blocks the action of specific enzymes called
cyclin-dependent kinases (CDK) involved in cell division as well as
a number of other protein kinases. Milciclib is currently
completing phase II clinical trials for thymic carcinoma in
patients previously treated with chemotherapy and preparing and IND
to enroll patients in an exploratory trial in Hepatic Cellular
Carcinoma (HCC).
The Company is also in clinical development of foralumab.
Foralumab is the only fully human engineered anti-human CD3
antibody in clinical development. This phase II compound has
potential application in a wide range of autoimmune and
inflammatory diseases, such as ulcerative colitis, multiple
sclerosis, type-1 diabetes (T1D), inflammatory bowel disease (IBD),
psoriasis and rheumatoid arthritis, where modulation of a T-cell
response is desirable.
Tiziana Life Sciences' clinical development teams are working on
its Bcl-3 candidate; which 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 and 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. The Company is
preparing the IND package with the intention of progressing to
clinical trials this year.
For more information go to
http://www.tizianalifesciences.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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