Tiziana Life Sci PLC - Offer Pricing, Nasdaq Listing & Loan Conversion
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
The closing of the Offering is expected to occur on
The ADSs have been approved for listing on the Nasdaq Global Market and are expected to begin trading under the symbol "TLSA" on
Tiziana's Ordinary Shares are admitted to trading on AIM, a market of the
Tiziana also announces the issue of 2,137,625 Ordinary Shares at a price of
The Company further announces the issue of 607,500 Ordinary Shares at a price of
The gross proceeds of the Offering, before deducting underwriting discounts and commissions and other offering expenses payable by the Company, will be
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
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
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
When available, copies of the final prospectus supplement and accompanying prospectus relating to and describing the terms of the Offering may be obtained from
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 person who arranged for the release of this announcement on behalf of the Company was
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
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
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:
+44 (0)20 7493 2853
Cairn Financial Advisers LLP (Nominated adviser)
+44 (0)20 7213 0883
+44 (0)20 7601 6125
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