UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
May 2019
Commission File Number: 0001723069
Tiziana Life Sciences plc
(Exact Name of Registrant as Specified in Its Charter)
3rd Floor,
11-12 St James’s Square
London SW1Y 4LB
United Kingdom
(Address of registrant’s principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On May 7, 2019, Tiziana Life Sciences plc distributed its Notice of Annual General Meeting (the “Notice”), a Form of Proxy (“Proxy”) and a letter regarding election of electronic communications (“Letter on electronic communications”) to its shareholders.
The Notice and Proxy are furnished herewith as Exhibits 99.1, 99.2 and 99.3, respectively, to this report on Form 6-K.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TIZIANA LIFE SCIENCES PLC | |||
| Date: May 7, 2019 | By: | /s/ Kunwar Shailubhai | |
| Name: | Kunwar Shailubhai | ||
| Title: | Chief Executive Officer | ||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Notice of Annual General Meeting | |
| 99.2 | Form of Proxy | |
| 99.3 | Letter on electronic communications |
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Exhibit 99.1
7 May 2019
Tiziana Life Sciences plc
(the “Company”)
Notice of Annual General Meeting
Tiziana Life Sciences plc announces that its Annual General Meeting will be held at 10:00 a.m. on Friday 31 May 2019 at the offices of Cooley (UK) LLP, Dashwood, 69 Old Broad Street, London EC2M 1QS.
In connection with this, the following documents have been posted to shareholders today:
| - | Notice of Annual General Meeting; and |
| - | Proxy Form. |
Copies of the Notice of Annual General Meeting will be available to view on the Company’s website at www.tizianalifesciences.com.
Enquiries:
Tiziana Life Sciences plc
| Gabriele Cerrone, Chairman and founder | +44 (0)20 7493 2853 |
Cairn Financial Advisers LLP (Nominated Adviser)
| Liam Murray / Jo Turner | +44 (0)20 7213 0880 |
Exhibit 99.2
TIZIANA LIFE SCIENCES PLC
(Incorporated in England and Wales with Registered No. 3508592)
FORM OF PROXY
For use at the Annual General Meeting to be held at Cooley (UK) LLP, Dashwood, 69 Old Broad Street, London EC2M 1QS at 10:00 a.m. on 31 May 2019
Before completing this form, please read the explanatory notes below and the notes to the notice of the Annual General Meeting.
I / WE, ________________________________________________________________________
being a member of Tiziana Life Sciences plc (the “Company”), appoint the Chairman of the Annual General Meeting
or ________________________________________________________________________
(Please carefully complete using BLOCK CAPITALS and black ink)
as my/our proxy to exercise all or any of my rights to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held on 31 May 2019 and at any adjournment of the Annual General Meeting.
| ☐ | Please tick here if this proxy appointment is one of multiple appointments being made (see note 3 below). |
| Enter number of shares in relation to which your proxy is authorised to vote or leave it blank to authorise your proxy to act in relation to your full entitlement. |
I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an ‘X’.
| RESOLUTIONS | FOR | AGAINST | ABSTAIN | |||
| Resolution 1: Annual Report and Accounts | ||||||
| Resolution 2: Directors’ remuneration policy | ||||||
| Resolution 3: Directors’ remuneration report | ||||||
| Resolution 4: Re-appointment of Dr. Kunwar Shailubhai as Director | ||||||
| Resolution 5: Re-appointment of Gabriele Cerrone as Director | ||||||
| Resolution 6: Appointment of auditor | ||||||
| Resolution 7: Remuneration of auditor | ||||||
| Resolution 8: Grant of authority to the Directors to allot Ordinary Shares | ||||||
| Resolution 9: Disapplication of statutory pre-emption rights on allotment of shares |
| Signed…………………………… | Date………………….. |
NOTES:
| 1. | If you wish to vote at the Annual General Meeting but are unable to attend in person, you may appoint a proxy to exercise all or any of your rights to attend, speak and vote on your behalf by completing the form of proxy. A proxy need not be a member of the Company. Please fill in your name and address in the space provided. Unless you wish to appoint the Chairman of the Annual General Meeting as your proxy, please fill in your proxy’s name and address in the space provided and strike out the words “the Chairman of the meeting”. If you do not fill in the name and address of the proxy, the Chairman of the Annual General Meeting will be appointed as your proxy. |
| 2. | Please mark the appropriate box with an “X” to indicate how you wish your proxy to vote on each resolution. Unless otherwise instructed, the proxy may vote or abstain from voting at his discretion in respect of the resolutions specified. An abstention option has been included on the Form of Proxy. The legal effect of choosing the abstention option on any resolution is that the shareholder concerned will be treated as not having voted on the relevant resolution. The number of votes in respect of which there are abstentions will however be counted and recorded, but disregarded in calculating the number of votes for or against each Resolution. Your proxy will vote or abstain from voting as he thinks fit on any other business (including amendments to resolutions) which may properly come before the Annual General Meeting. |
| 3. | This form allows you to specify the number of shares in respect of which the proxy is to be entitled to exercise all or any of your rights to attend, speak and vote at the Annual General Meeting. If you do not specify a number of shares on the form, the proxy will be deemed made in respect of your entire holding of ordinary shares in the Company. If you wish to appoint more than one proxy, you must fill in a separate proxy form for each appointment. You may photocopy this form for any additional appointments. You should tick the box provided to indicate that the proxy is one of multiple instructions being given and fill in the number of shares in relation to which the proxy appointed by this form is entitled to act. |
| 4. | Appointment of a proxy does not preclude a member from attending the Annual General Meeting and voting in person. If a member has appointed a proxy and attends the Annual General Meeting in person, such proxy appointment will automatically be terminated. |
| 5. | Any alteration to this Form of Proxy must be initialled. |
| 6. | Pursuant to Regulation 41 of the Uncertificated Securities Regulations Act 2001, those shareholders registered in the register of members of the Company at close of business on 29 May 2019 will be entitled to attend and vote (whether in person or by proxy) at the Annual General Meeting in respect of the number of shares registered in their name at the relevant time. Changes to entries on the register after such time(s) and date(s) (as applicable) shall be disregarded in determining the rights of any person to attend and vote at the Annual General Meeting. |
| 7. | To be valid, this form of proxy should be completed, signed and submitted (together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority) electronically via www.signalshares.com, not later than 48 hours, excluding non-working days, before the time appointed for holding the Annual General Meeting or in the case of a poll taken subsequently to the date of the Annual General Meeting or any adjourned meeting, not less than 24 hours before the time appointed for the taking of the poll or for holding the adjourned meeting. |
| 8. | In the case of a corporation, this form must be executed under its common seal or under the hand of an officer or agent who is duly authorised in writing to sign on behalf of the corporation. In the case of an individual, this form must be signed by the individual or by an attorney duly authorised to sign on his/her behalf. Any power of attorney or any other authority under which the form is signed (or a duly certified copy of such power of attorney or authority) must be included with this form. In the case of joint shareholders, the signature of the senior shareholder (seniority to be determined by the order in which the names stand in the register of members) shall be accepted to the exclusion of all other joint holders. The names of all joint shareholders should be stated at the top of the form. |
| 9. | CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service should refer to the notes to the notice of the Annual General Meeting. |
Exhibit 99.3
7 May 2019
Dear Shareholder
Tiziana Life Sciences plc (the “Company”)
Notice of Availability of Notice of Annual General Meeting and accompanying documents on Website
Please accept this letter as notification that the Company has published on its website, www.tizianalifesciences.com (the “Website”) a Notice of its Annual General Meeting to be held at 10:00 a.m. on 31 May 2019 at the offices of Cooley (UK) LLP, Dashwood, 69 Old Broad Street, London EC2M 1QS.
The Company released its annual accounts for the year ended 31 December 2018 on 3 April 2019, and those may be found on the Website.
Please find enclosed your proxy-voting card for the meeting. Please ensure that you use this proxy card if you wish to register your votes. Alternatively, you may submit your proxy votes electronically using the Share Portal Service at www.signalshares.com
For future general meetings, we will be removing paper from the voting process to further reduce any environmental impact. A faster and more secure method of voting online is available via the shareholder portal at www.signalshares.com. You can, however, request a paper proxy if you wish by contacting Link Asset Services at the appropriate time.
The documents are located in the “Investor Relations” section of the Website.
If you wish to receive a paper copy of the documents, or if you wish to revoke your consent to receive certain shareholder communications electronically, then please contact the Company’s registrars, Link Asset Services, The Registry, 34 Beckenham Road, Kent BR3 4TU.
Yours faithfully
Gabriele Cerrone
Chairman
Tiziana Life Sciences plc Registered office: 3rd Floor, 11-12 St James’s Square, London SW1Y 4LB Registered in England No. 03508592