Amended Registration Statement filed with the SEC
Released : Oct 18, 2018
RNS Number : 4464E
Tiziana Life Sciences PLC
18 October 2018
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 Filing of an Amended Registration Statement with the SEC
London, 18 October 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, announces that it will shortly be filing an amended registration statement on Form F-1 with the U.S. Securities and Exchange Commission (the "SEC") (the "Amended Registration Statement") in connection with its previously announced prospective underwritten public offering in the United States (the "Offering").
The Amended Registration Statement anticipates the Company issuing 1,010,111 American Depositary Shares ("ADSs"), each ADS representing 10 ordinary shares of nominal value £0.03 each in the capital of the Company ("Ordinary Shares") at an anticipated offering price of US$9.90 per ADS (equivalent to US$0.99 or £0.75 per Ordinary Share), and the granting of an over-allotment option in favour of the underwriters equivalent to 15% of the ADSs to be sold in the Offering at the same price per ADS. 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 will be within existing shareholder authorities.
The Company has applied to have the new ADSs listed on the Nasdaq Capital Market under the symbol "TLSA". Upon completion of the Offering, the Ordinary Shares will continue to be admitted to trading on AIM, a market of the London Stock Exchange plc ("AIM"), under the symbol "TILS". Application will be made to admit all of the Ordinary Shares underlying the ADSs to be issued in the Offering to trading on AIM.
Laidlaw & Company (UK) Ltd. is acting as the representative of the underwriters in respect of the Offering.
The Offering will be 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 preliminary 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 firstname.lastname@example.org. Electronic copies of the final prospectus supplement and accompanying prospectus will also be available on the website of the US Securities and Exchange Commission (the "SEC") at www.sec.gov.
An Amended Registration Statement relating to these securities has been filed with the SEC but has not yet become effective and remains subject to further comment from, and review by, the SEC. These securities may not be sold, nor may offers to buy these securities be accepted, prior to the time the final registration statement on Form F-1 becomes effective. This announcement 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 registration or qualification under the securities laws of any such state or jurisdiction.
The person who arranged for the release of this announcement on behalf of the Company was Gabriele Cerrone, Chairman and founder of Tiziana.
For readers in the European Economic Area
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 EEA 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.
Certain statements made in this announcement are forward-looking statements including with respect to the creation of a trading market for ADSs representing the Ordinary Shares in the United States. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.
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Laidlaw & Company (UK) Ltd.
Matt Dormer / James Ahern
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Stockdale Securities Limited (Broker)
Andy Crossley / Antonio Bossi
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