Tiziana Life Sciences PLC

("Tiziana" or the "Company")

 

Grant of options - Director's dealing

 

London, 1 May 2018 - Tiziana Life Sciences plc (AIM: TILS), the clinical stage biotechnology company focused on targeted drugs to treat diseases in oncology and immunology, announces that the remuneration committee proposed and the board of directors of the Company (the "Board" or "Directors") has awarded the following options on 1 May 2018.

 

Market price based awards

 

(a) Dr Kunwar Shailubhai

 

The Company considered a realisation bonus that was awarded to Dr Kunwar Shailubhai, the Company's Chief Executive Officer and Chief Scientific Officer, and which was announced on 10 June 2016.  This bonus (which equated to a cash payment equal to 2% of the enterprise value of the Company on a change of control) is considered inefficient in terms of cash cost to the Company, and in terms of the tax treatment for Dr Shailubhai. Accordingly Dr Shailubhai has agreed to waive his rights under the realisation bonus and has been awarded options to acquire 2,500,000 ordinary shares in the capital of the Company, equating to approximately 2% of the issued share capital of the Company (on an undiluted basis).  The options are exercisable at a price of 81.75 pence per share. These options will vest immediately but are only exercisable on a change of control event.

 

In additional Dr Shailubhai has been awarded options to acquire 4,000,000 ordinary shares in the capital of the Company. The options are exercisable at a price of 81.75 pence per share. The options will vest in equal tranches over four years beginning on the date of grant.

 

Dr Shailubhai already holds 700,000 options to acquire ordinary shares in the capital of the Company of which 300,000 are fully vested at a price of 50 pence per share and 400,000 remain unvested at a price of £1.595 per share.

 

(b) Leopoldo Zambeletti

 

Leopoldo Zambeletti has been awarded options to acquire 550,000 ordinary shares in the capital of the Company.  The options are exercisable at a price of 81.75 pence per share.  The options will vest in equal tranches over four years beginning on the date of grant. Mr Zambeletti has no existing interests in ordinary shares in the capital of the Company.

 

(c) Gabriele Cerrone

 

Gabriele Cerrone has also been awarded options to acquire 550,000 ordinary shares in the capital of the Company.  The options vest and are exercisable at a price of 81.75 pence per share contingent on the volume weighted average share price exceeding 163.50 pence for five trading days.

 

Mr Cerrone already holds 6,459,403 options to acquire ordinary shares in the capital of the Company of which 1,200,000 (granted in June 2014) are fully vested at a price of 15 pence per share; 2,000,000 (also granted in June 2014) are fully vested at a price of 35 pence per share; and 3,259,403 (granted in June 2016 when Mr Cerrone waived all of his rights to a cash based realisation bonus) are fully vested at a price of £1.50 per share.

 

(d) Other staff awards

 

A further 600,000 options to acquire ordinary shares in the capital of the Company at 81.75 pence per share have been awarded to new staff members. The options are exercisable at a price of 81.75 pence per share.  The options will vest in equal tranches over four years beginning on the date of grant.

 

(e) Award to Arun Sanyal

 

A further 200,000 options to acquire ordinary shares in the capital of the Company at 81.75 pence per share have been awarded to Arun Sanyal, our most recent member of our scientific advisory board. Arun is the Charles Caravati Distinguished Professor and Chair, Division of Gastroenterology, Hepatology and Nutrition at Virginia Commonwealth University School of Medicine and a world leader expert in liver disease. The options are exercisable at a price of 83 pence per share.  The options will vest in equal tranches over four years beginning on the date of grant.

 

Special awards

 

Dr Howard Weiner is a key scientific adviser to the Company who also carries out laboratory research into anti-CD3 antibodies at Brigham and Women's Hospital and Harvard Medical School. Dr Weiner has been instrumental in much of the Company's current research and development work and the Board is acutely aware that his work is not financially recognised on any commercial basis.  The remuneration committee made recommendations, which the Board has approved to grant Dr Weiner options as a long-term incentive.

 

Accordingly the Company has granted Dr Weiner an options to acquire 1,000,000 ordinary shares exercisable at a price of 81.75 pence per share.  These options are subject to clinical milestones reflective of the development objectives of the Company's anti-CD3 program.

 

A further 100,000 options to acquire ordinary shares in the capital of the Company at a price of 81.75 pence per share have been granted to another consultant, the exercise of which are conditional upon a change of control of the Company in consideration for the surrender of a realisation bonus (which could otherwise have crystallised a significant cash cost to the Company).

 

The award of options to Directors, namely Mr Cerrone, Leopoldo Zambeletti and Dr Shailubhai, are related party transactions.  Accordingly, pursuant to AIM Rule 13, the independent Directors, being Willy Simon and Riccardo Dalla-Favera, having consulted with the Company's nominated adviser, Cairn Financial Advisers LLP, consider the terms of the option to be fair and reasonable insofar as the Company's shareholders are concerned.

 

Following these option grants the Company is free from any arrangements which might involve the payment of cash bonuses on a change of control of the Company and which might adversely impact shareholder value.

 

Including these option grants the Company has now granted options over a total of 20,217,403 ordinary shares in the capital of the Company of which 5,010,833 are vested at exercise prices between 15 pence and £1.25 per share and 15,206,570 remain subject to vesting conditions (at potential exercise prices ranging from 15 pence to £1.925 per share). In addition, warrants to subscribe for a total of 5,060,809 ordinary shares in the capital of the Company at exercise prices of between 50 pence and £2.50 per share are outstanding.

 

Therefore the fully diluted issued share capital of the Company is 152,205,511 ordinary shares in the capital of the Company (assuming all options and warrants, vested and unvested, exercised and exercisable, were converted).

 

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 in the capital of the Company and the total number of ordinary shares in issue will be 126,927,299.  There are no ordinary shares held in Treasury.  Each ordinary share entitles the holder to a single vote at general meetings of the Company.

 

This figure of 126,927,299 ordinary shares may be used by shareholders of the Company (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.

 

This information set out below is provided in accordance with Article 19(3) of EU Regulation 596/2014. 

 

1.	Details  of PDMR / person closely associated
a)	Name	(i)           Dr Kunwar Shailubhai (ii)          Leopoldo Zambeletti (iii)         Gabriele Cerrone
2.	Reason for the notification
a)	Position / status	(i)           Chief Executive Officer (ii)          Non-Executive (iii)         Executive Chairman
b)	Initial notification /amendment	Initial notification
3.	Details of the issuer
a)	Name	Tiziana Life Sciences plc
b)	LEI	213800CED47HI8PIOB36
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type  of transaction; (iii) each date; and (iv) each place where transactions have  been conducted
a)	Description of the financial instrument	Ordinary Shares of 3p each
b)	Identification code of the Financial Instrument	ISIN for Tiziana Life Sciences plc: GB00BKWNZY55
c)	Nature of the transaction	Grant of options
d)	Price(s) and volume(s)	Price       Volume (i)   81.75p       (i) 6,250,00 (ii)  81.75p       (ii) 550,000 (iii) 81.75p       (iii) 550,000
f)	Date of the transaction	1 May 2018
g)	Place of the transaction	XLON

 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

 

Contacts:

 

Tiziana Life Sciences plc Gabriele Cerrone, Chairman and founder	+44 (0)20 7493 2853
Cairn Financial Advisers LLP (Nominated adviser) Liam Murray / Jo Turner / Richard Nash	+44 (0)20 7213 0880

 

About Tiziana

 

Tiziana 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. The Company is also in clinical development of foralumab. Foralumab is the only fully human engineered human anti-CD3 antibody in clinical development. This phase II compound has potential application in a wide range of autoimmune and inflammatory diseases, such as nonalcoholic steatohepatitis (NASH), primary biliary cholangitis (PBS), 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.

 

For more information go to http://www.tizianalifesciences.com