TIDMTILS
RNS Number : 7744M
Tiziana Life Sciences PLC
01 May 2018
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 GBP1.595 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 GBP1.50 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 GBP1.25 per share and 15,206,570 remain
subject to vesting conditions (at potential exercise prices ranging
from 15 pence to GBP1.925 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 GBP2.50
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
This information is provided by RNS
The company news service from the London Stock Exchange
END
DSHXFLFBVEFLBBD
(END) Dow Jones Newswires
May 01, 2018 10:00 ET (14:00 GMT)
Tiziana Life Sciences (LSE:TILS)
Historical Stock Chart
From Apr 2024 to May 2024
Tiziana Life Sciences (LSE:TILS)
Historical Stock Chart
From May 2023 to May 2024