Tiziana Life Sci PLC - Statement re: ADSs
This announcement is intended to guide holders of Ordinary Shares, which are listed on AIM, the market operated by
Settlements hotline: (302) 552-0230
This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. A prospectus describing the securities may be obtained from the website of the
Certain statements made in this announcement are forward-looking statements including with respect to the creation of a trading market for ADSs representing the Company's ordinary shares in
Frequently Asked Questions and Answers for the Company's Ordinary Shareholders:
What is the relationship between the Company's Ordinary Shares and ADSs?
Each ADS is a tradeable security representing 10 of the Company's Ordinary Shares. The Company's ADSs have been approved for trading on Nasdaq under the ticker symbol: TLSA. The value of each ADS is denominated in US Dollars.
What does it cost to exchange Ordinary Shares into ADSs?
In accordance with the terms of the agreement governing the ADSs, JP Morgan will require payment of
How long does it take and is dematerialisation necessary?
JP Morgan typically can be expected to issue ADSs to a brokerage account located in
I don't have a broker - do I really need one?
Yes, conversion into ADSs will require the assistance of a broker. Please refer to "Notes for Shareholders".
Is there a cost to hold ADSs?
JP Morgan charges an annual Depositary Service Fee of up to
How do I exchange my Ordinary Shares into ADSs?
The process set out on the following pages explains what you need to do to select a suitable broker account and summarises the instructions that you need to give to your broker in order to exchange your Ordinary Shares into ADSs. Please refer to "Notes for Brokers" which we suggest you send to your broker if you are interested in exchanging Ordinary Shares for ADSs.
Do I have to exchange my Ordinary Shares into ADSs?
No, the Company's Ordinary Shares will continue to trade on AIM. If you do not wish to hold ADSs but wish to remain a shareholder of the Company then no action is required.
Notes for holders of Ordinary Shares:
Process for exchanging Ordinary shares into ADSs:
Step 1: Select a broker with US listed securities trading capability
If you do not already have an account with a broker, you may be able to open one either online or through banks and building societies which offer broking services. You need to ensure that the broker and type of account on offer is capable of holding and trading US listed securities. Often the most basic account offered is for
Step 2: You will need to contact your broker and ask them how to transfer your existing certificated or dematerialised Ordinary Shares into your account.
If you hold physical share certificates, you will need to send them, together with a completed stock deposit form to your broker. The broker must provide you with the required stock deposit form and instructions. When the broker receives the share certificates, they will need to "dematerialise" the shares into electronic form so that they are held electronically by the broker within CREST (the central securities depository that holds
If you already hold your Ordinary Shares in a dematerialised form, you can deliver them to the broker handling the ADS conversion.
Step 3: Your broker will need to complete the necessary instruction form and email the same to JP Morgan to arrange for the conversion of your Ordinary Shares into ADSs tradeable on Nasdaq. You will receive one ADS for every 10 Ordinary Shares that you hold and opt to convert. The form of instructions can be found at https://www.adr.com/Site/LoadPDF?CMSID=503acfbe8fd8407d9536714f2f30c558 and the properly completed form should be emailed to email@example.com
The contact details for JP Morgan, together with details of the conversion process are set out in the "Notes for Brokers" and the "
Notes for Brokers:
Conversion of Ordinary Shares into ADSs tradeable on Nasdaq
The Company's Ordinary Shares are listed on AIM under the ticker: TILS
The Company's ADSs are listed and traded on Nasdaq under the ticker: TLSA
Each ADS represents 10 Ordinary Shares.
Ordinary Shares can be exchanged into the equivalent number of ADSs via the Company's
Once exchanged, the Company's ADSs are tradeable via Nasdaq.
The Company's registrar,
JP Morgan's CREST account details are as follows:
CREST participant ID: AW01C
JP Morgan Bournemouth
Prior to initiating a CREST transfer to JP Morgan, please contact the JP Morgan team by email via: firstname.lastname@example.org including properly signed instructions complying with the requirements set forth in the document found at https://www.adr.com/Site/LoadPDF?CMSID=503acfbe8fd8407d9536714f2f30c558
Fees/taxes payable: The fees owing in connection with the creation and holding of ADSs are described in the deposit agreement, the form of which has been filed with the
Ratio: Each ADS represents 10 Ordinary Shares. Fractional ADSs cannot be issued. Therefore, the number of Ordinary Shares transmitted within CREST to JP Morgan MUST be a multiple of 10. Spare Ordinary Shares can either be retained in CREST or re-issued to your client in certificated form. Such re-issued Ordinary Shares will remain on the Company's shareholder register, registered in your client's name (or in a nominee's name, as applicable).
JP Morgan as Custodian requires the
Please ensure this form is on your CREST agent's headed paper. Please fill all fields by typing and only use handwriting for the Signatures at the bottom of the page.
Any questions should be directed to email@example.com
This information is provided by RNS, the news service of the