Demerger of StemPrintER and Distribution in Specie
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THE CONTENTS OF THIS DOCUMENT ARE NOT TO BE CONSTRUED AS LEGAL, FINANCIAL OR TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN SOLICITOR, INDEPENDENT FINANCIAL ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL OR TAX ADVICE.
16 September 2020
Tiziana Life Sciences Plc
("Tiziana" or the "Company")
Demerger of StemPrintER and Distribution in Specie
Proposed capital reduction and notice of General Meeting
Tiziana Life Sciences Plc (LSE: TILS, NASDAQ: TLSA) a biotechnology company focussed on innovative therapeutics for oncology, inflammation and infectious diseases, today announces that, following a strategic review of its clinical trial programs and core focus, it intends to demerge its StemPrintER and SPARE genomics-based personalised medicine business into a separate and independent listed company, Accustem Sciences Limited. The proposed demerger, which requires a court-approved reduction of capital to be completed, will allow Accustem to continue the commercialisation efforts of the StemPrintER platform technology as a separate listed company with cash reserves of approximately £1.0 million.
The proposed timetable for the demerger is as follows:
11:00 a.m. on 2 October 2020 General Meeting to approve the demerger
14 October 2020 First Court Hearing in respect of capital reduction
27 October 2020 Second Court Hearing to approve capital reduction
29 October 2020 Capital reduction becomes effective
7:00 a.m. on 30 October 2020 Demerger Record Time
30 October 2020 Ex-dividend date
30 October 2020 Effective Date of the demerger
A circular was sent to shareholders today (the "Circular") providing further information regarding the demerger and seeking approval from its shareholders at a general meeting. Definitions contained in the Circular have the same meanings when used in this announcement. The Circular is available for download from the Company's Rule 26 website.
Additional Information regarding the Demerger
The Demerger will be implemented by Tiziana declaring a dividend in specie on the Tiziana Shares equal to the book value (of approximately £3.07m) of Tiziana's shareholding in StemPrintER Sciences, the entity within the Tiziana group which holds all of the assets and intellectual property relating to StemPrintER and SPARE and £1.0 million in cash.
The dividend in specie will be satisfied by the transfer by Tiziana to Accustem of the shares in StemPrintER Sciences. In return for this transfer, Accustem will allot Accustem Shares to Tiziana Shareholders who are registered on the Tiziana Share Register at the Demerger Record Time, on the basis of one Accustem Share for each Tiziana Share held by them at that time, save that the number of Accustem Shares to be allotted to the initial subscriber in Accustem (who is, and will at the Demerger Record Time continue to be, a Tiziana Shareholder) will be reduced by the number of Accustem Shares already held by them so that, upon the Demerger becoming effective, each Tiziana Shareholder (including the initial subscriber in Accustem) will hold one Accustem Share for each Tiziana Share held at the Demerger Record Time.
It is intended that holders of warrants and options over Tiziana Shares will be granted equivalent instruments in respect of Accustem Shares as a part of the Demerger.
It is intended that Accustem will seek admission to the standard segment of the Official List and admission to trading on the London Stock Exchange plc by way of an IPO in late Q4 2020 ("Accustem Admission") and potentially a dual listing on NASDAQ in 2021.
Whilst the Accustem Shares will be allotted on the completion of the Demerger, it is unlikely that the process to obtain a standard listing on the Official List and admission to trading on the London Stock Exchange will be complete by the date of completion of the Demerger. Accordingly, no Accustem Shares will be actually issued (or CREST accounts credited or Accustem ADSs issued) until the earlier of (i) Accustem Admission; and (ii) 2 months from the date of the completion of the Demerger. This is to prevent the issue of large numbers of physical share certificates which would then need to be replaced or dematerialised upon Accustem Admission.
Related Party Transactions
The Demerger constitutes a related party transaction under Rule 13 of the AIM Rules with Gabriele Cerrone, as a director and substantial shareholder of the Company, and Dr Kunwar Shailubhai, in his capacity as a director and shareholder of the Company "Related Parties", as both will receive Accustem Shares in amounts equal to their shareholdings in the Company on completion of the Demerger. Based upon the Related Parties' shareholding in the Company as at the date of this document, upon completion of the Demerger, the Related Parties will have the following holdings in each of the Company and Accustem:
Current holding of Tiziana Shares
% of current holding of Tiziana Shares
Expected % of issued share capital of the Company following the Demerger
Expected % of issued share capital of Accustem following the Demerger
Panetta Partners Limited
Planwise Group Limited
Dr Kunwar Shailubhai
Note: the above figures assume no changes to the underlying holdings of the named shareholders after publication of this document and before the Record Date.
Willy Simon and John Brancaccio are deemed to be independent of the Demerger for the purposes of Rule 13 of the AIM Rules. Willy Simon, John Brancaccio and Dr Kunwar Shailubhai, having consulted with the Company's nominated adviser, Cairn Financial Advisers LLP, consider that the terms of the Demerger referred to above are fair and reasonable in so far as the Tiziana Shareholders are concerned.
About Tiziana Life Sciences
Tiziana Life Sciences plc is a dual listed (LSE: TILS, NASDAQ: TLSA) biotechnology company that focuses on the discovery and development of novel molecules to treat human diseases in oncology, inflammation and infectious diseases. In addition to milciclib, the Company will be shortly initiating phase 2 studies with orally administered foralumab for Crohn's Disease and nasally administered foralumab for progressive multiple sclerosis. Foralumab is the only fully human anti-CD3 monoclonal antibody (mAb) in clinical development in the world. This phase II compound has potential application in a wide range of autoimmune and inflammatory diseases, such as Crohn's Disease, multiple sclerosis, type-1 diabetes (T1D), inflammatory bowel disease (IBD), psoriasis and rheumatoid arthritis, where modulation of a T-cell response is desirable. The company is accelerating development of anti-Interleukin 6 receptor (IL6R) mAb, a fully human monoclonal antibody for treatment of IL6-induced inflammation, especially for treatment of COVID-19 patients with severe respiratory symptoms.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. The person who arranged the release of this information is Keeren Shah, Finance Director of Tiziana.
For further enquiries:
United Kingdom Investors:
Tiziana Life Sciences plc
Gabriele Cerrone, Chairman and founder
+44 (0)20 7495 2379
Cairn Financial Advisers LLP (Nominated Adviser)
Liam Murray / Jo Turner
+44 (0)20 7213 0880
Optiva Securities Limited (Broker)
+ 44 (0)20 3981 4173
United States Investors:
RedChip Companies Inc.
Office 1 800 RED CHIP (733 2447)
Cell 407-491-4498 (USA)