Tiziana Life Sciences PLC Posting of Scheme Document and Notice of Meetings (7352K)
September 03 2021 - 11:00AM
UK Regulatory
TIDMTILS
RNS Number : 7352K
Tiziana Life Sciences PLC
03 September 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK
LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS
(SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Tiziana Life Sciences plc Posting of Scheme Document and Notice
of
Meetings
London/New York, 3 September 2021 - Tiziana Life Sciences plc
(Nasdaq: TLSA / LSE: TILS) ("Old Tiziana") a biotechnology company
focused on innovative therapeutics for oncology, inflammation, and
infectious diseases announced on 20 August 2021 that it had
formally commenced its strategic plan to change its corporate
structure by establishing Tiziana Life Sciences Ltd ("New
Tiziana"), a Bermuda-incorporated company, as the ultimate parent
company of the Tiziana Group. The reorganisation will be achieved
by a scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme").
A Scheme Document setting out full details of the Scheme (the
"Scheme Document"), which includes notices of the court and the
general meeting, which are to be held via a virtual meeting
platform at 11.00 a.m. and 11.15 a.m. respectively on 27 September
2021, was posted to the shareholders of Old Tiziana today, and Old
Tiziana published an announcement to this effect this morning (the
"Posting Announcement").
Capitalised terms defined in the Scheme Document shall, unless
the context provides otherwise, have the same meanings in this
announcement.
This announcement is being made to confirm a correction to a
date in the Expected Timetable of Principal Events on page 7 of the
Scheme Document and in the Posting Announcement.
The Expected Timetable of Principal Events on page 7 of the
Scheme Document and the Posting Announcement state that the ADS
Voting Record Date is 30 September 2021.
The reference in the Expected Timetable of Principal Events and
the Posting Announcement to "30 September 2021" should be to "30
August 2021" and the Expected Timetable of Principal Events and the
Posting Announcement are amended accordingly as follows:
Expected Timetable of Principal Events
Event Expected time/date
ADS Voting Record Time 30 August 2021
-----------------------------------------------
Latest time for receipt by the Depositary 8.00 a.m. (New York time) on 22 September
of voting instructions from holders of 2021
Old Tiziana ADSs for the Court Meeting
-----------------------------------------------
Latest time for receipt by the Depositary 8.00 a.m. (New York time) on 22 September
of voting instructions from holders of 2021
Old Tiziana ADSs for the Scheme General
Meeting
-----------------------------------------------
Latest time for receipt by Old Tiziana's 11:00 a.m. on 23 September 2021
Registrars of Blue Forms of Proxy from
Old Tiziana Shareholders for the Court
Meeting
-----------------------------------------------
Latest time for receipt by Old Tiziana's 11:15 a.m. on 23 September 2021
Registrars of White Forms of Proxy from
Old Tiziana Shareholders for the Scheme
General Meeting
-----------------------------------------------
Voting record time for the Court Meeting 6:00 p.m. on 23 September 2021
and the Scheme General Meeting
-----------------------------------------------
Court Meeting 11:00 a.m. on 27 September 2021
-----------------------------------------------
Scheme General Meeting 11:15 a.m. on 27 September 2021
-----------------------------------------------
The following dates are subject to change:
-----------------------------------------------
Court Hearing to sanction the Scheme and 19 October 2021
the Old Tiziana Reduction of Capital
-----------------------------------------------
Scheme Record Time Close of business on 20 October 2021
-----------------------------------------------
Last day of dealings in, and for registration 20 October 2021
of transfers of, Old Tiziana ADSs
-----------------------------------------------
Last day of dealings in, and for registration 20 October 2021
of transfers of, Old Tiziana Shares
-----------------------------------------------
Scheme Effective Date 21 October 2021
-----------------------------------------------
Effective date for the Share Capital Consolidation Immediately after the Scheme becomes effective
on 21 October 2021
-----------------------------------------------
Delisting of Old Tiziana Shares from the 8:00 a.m. on 21 October 2021
Main Market
-----------------------------------------------
Cancellation of listing of Old Tiziana 9.30 a.m. (New York time) on 21 October
ADSs on NASDAQ 2021
-----------------------------------------------
Commencement of trading in the New Tiziana 9.30 a.m. (New York time) on 21 October
Shares on NASDAQ 2021
-----------------------------------------------
For the purposes of UK MAR, the person responsible for arranging
for the release of this announcement on behalf of Tiziana is Dr
Kunwar Shailubhai, Chief Executive Officer.
For further information please contact:
Keeren Shah, Finance Director: +44 (0) 207 495 2379 or email:
info@tizianalifesciences.com
About Tiziana Life Sciences
Tiziana Life Sciences plc is a dual listed (NASDAQ: TLSA &
UK LSE: TILS) biotechnology company that focuses on the discovery
and development of novel molecules to treat human diseases in
oncology, inflammation and infectious diseases. In addition to
Milciclib, the Company will be shortly initiating Phase 2 studies
with orally administered Foralumab for Crohn's Disease and nasally
administered Foralumab for progressive multiple sclerosis.
Foralumab is the only fully human anti-CD3 monoclonal antibody
("mAb") in clinical development in the world. This Phase 2 compound
has potential application in a wide range of autoimmune and
inflammatory diseases, such as Crohn's Disease, multiple sclerosis,
type-1 diabetes ("T1D"), inflammatory bowel disease ("IBD"),
psoriasis and rheumatoid arthritis, where modulation of a T-cell
response is desirable. The Company is accelerating development of
anti-Interleukin 6 receptor ("IL6R") mAb, a fully human monoclonal
antibody for treatment of IL6-induced inflammation, especially for
treatment of COVID-19 patients.
Forward looking statements
This announcement may contain certain forward-looking
statements. These forward-looking statements include all matters
that are not historical facts. These forward-looking statements
involve risks and uncertainties that could cause the actual results
of operations, financial condition, prospects and the development
of the sector in which Old Tiziana operates to differ materially
from the impression created by these forward-looking statements.
Old Tiziana does not undertake any obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise. Do not place undue
reliance on forward-looking statements, which speak only as of the
date of this announcement.
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END
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