TIDMTILS
RNS Number : 9251V
Tiziana Life Sciences PLC
27 July 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION (EU) NO 596/2014
Tiziana Life Sciences plc ("Tiziana" or the "Company")
Tiziana Files US Registration Statement for Proposed
Offering
London, 27 July 2018 - Tiziana Life Sciences plc (AIM: TILS)
(the "Company" or "Tiziana"), a UK biotechnology company that
focuses on the discovery and development of novel molecules to
treat human disease in oncology and immunology, announces the
filing of a registration statement on Form F-1 with the U.S.
Securities Exchange Commission ("SEC") relating to a proposed
initial public offering of its American Depositary Shares ("ADSs"),
representing ordinary shares of nominal value GBP0.03 each in the
capital of the Company ("Ordinary Shares"), in the United States
(the "Offering").
All ADSs to be sold in the Offering will be offered by the
Company. The number of Ordinary Shares to be represented by each
ADS, the number of ADSs to be offered and the price range for the
Offering have not yet been determined. The number of Ordinary
Shares represented by ADSs comprised in the Offering will be within
existing shareholder authorities.
The Company has applied to have its ADSs listed on the Nasdaq
Capital Market under the symbol "TLSA". Upon completion of the
Offering, the Ordinary Shares will continue to be admitted to
trading on AIM, a market of the London Stock Exchange plc, under
the symbol "TILS".
Laidlaw & Company (UK) Ltd. is acting as the representative
of the underwriters in respect of the Offering.
The Offering will be made only by means of a prospectus, which,
for the avoidance of doubt, will not constitute a "prospectus" for
the purposes of the Prospectus Directive (as defined below) and has
not been reviewed by any competent authority in any Member State
(as defined below).
When available, copies of the preliminary prospectus relating to
and describing the terms of the Offering may be obtained from
Laidlaw & Company Ltd., Attention: Syndicate Department, 521
Fifth Avenue, New York, NY 10175, by telephone at +01 (0)212 953
4917 or by email at syndicate@laidlawltd.com. Electronic copies of
the final prospectus supplement and accompanying prospectus will
also be available on the website of the SEC at www.sec.gov. A
registration statement relating to these securities has been filed
with the SEC but has not yet become effective. These securities may
not be sold, nor may offers to buy these securities be accepted,
prior to the time the registration statement becomes effective.
This announcement 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
registration or qualification under the securities laws of any such
state or jurisdiction.
The person who arranged for the release of this announcement on
behalf of the Company was Gabriele Cerrone, Chairman and founder of
Tiziana.
For readers in the European Economic Area
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 EEA 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 United Kingdom
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 United Kingdom or
(ii) persons who have professional experience in matters relating
to investments who fall within Article 19(5) ("Investment
professionals") of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (iii)
certain high value persons and entities who fall within Article
49(2)(a) to (d) ("High net worth companies, unincorporated
associations etc.") of the Order; or (iv) any other person to whom
it may lawfully be communicated (all such persons in (i) to (iv)
together being referred to as "relevant persons"). The ADSs offered
in the Offering are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such ADSs
will be engaged in only with relevant persons. Any person who is
not a relevant person should not act or rely on this announcement
or any of its contents.
For distributors
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.
Forward-Looking Statements
Certain statements made in this announcement are forward-looking
statements including with respect to the creation of a trading
market for ADSs representing the Ordinary Shares in the United
States. These forward-looking statements are not historical facts
but rather are based on the Company's current expectations,
estimates, and projections about its industry; its beliefs; and
assumptions. Words such as 'anticipates,' 'expects,' 'intends,'
'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions
are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties, and other factors, some
of which are beyond the Company's control, are difficult to
predict, and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements.
The Company cautions security holders and prospective security
holders not to place undue reliance on these forward-looking
statements, which reflect the view of the Company only as of the
date of this announcement. The forward-looking statements made in
this announcement relate only to events as of the date on which the
statements are made. The Company will not undertake any obligation
to release publicly any revisions or updates to these
forward-looking statements to reflect events, circumstances, or
unanticipated events occurring after the date of this announcement
except as required by law or by any appropriate regulatory
authority.
For further enquiries:
Tiziana Life Sciences plc
Gabriele Cerrone, Chairman and founder +44 (0)20 7493 2853
Laidlaw & Company (UK) Ltd.
Matt Dormer / James Ahern +1 (0)212 953 4917
Cairn Financial Advisers LLP (Nominated adviser)
Liam Murray / Jo Turner +44 (0)20 7213 0883
Stockdale Securities Limited (Broker)
Andy Crossley / Antonio Bossi +44 (0)20 7601 6125
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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